


Not Fade Away

by InsaneTrollLogic



Category: Spider-Man (Ultimateverse)
Genre: Alternate Universe - Canon Divergence, Clone Saga, Dark Peter, Gen, Missing Persons, Plotty
Language: English
Status: Completed
Published: 2016-02-29
Updated: 2016-10-14
Packaged: 2018-05-23 21:29:30
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 11
Words: 21,763
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/6130657
Author URL: https://archiveofourown.org/users/InsaneTrollLogic/pseuds/InsaneTrollLogic
Summary: <blockquote class="userstuff">
              <p>Months after being bitten by an Oscorp spider, Miles is on a search for answers and Peter is nowhere to be found.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> [Canon AU. Vaguely post-clone saga. The ages are… off. Just roll with it.]

Spider-Man disappears six days after Miles discovers his powers. There’s no epic fight, no police showdown, just a sudden void in the newspaper coverage. It’s not immediately noticed. Spider-Man has gone days without sightings since he became active before. Miles always figured that whoever Spider-Man was, he probably had a life.

Ganke is the one prone to obsession. He spends all of his free time on the computer, pouring through old articles, tracking patterns. Miles lounges on his bunkbed. “What are you trying to find here? Shouldn’t you I don’t know be helping me finish our science project?”

“I would have thought you’d be interested in this too!” Ganke replies. “I mean it’s Spider-Man! He’s like your mysterious uncle.”

“Who I’ve never met. Who disappeared before I got spider-powers.”

“Who should have been your guru!” Ganke exclaims. “Come on, Miles. You’ve got to be curious. What if there was some kind of spider-virus that’s going to kill you horribly.”

Mites, Miles thinks, horrible spider-mites.  He scratches his head. “There’s no spider-virus. And look if the guy’s retired, he probably wouldn’t appreciate us trying to say hi. And if he’s dead…”

“He’s not dead,” Ganke snaps. “If he was dead some villain would have taken credit for it.”

“If he’s dead,” Miles repeats, glaring, “I’m not sure I want to hear about what did him in and how it could happen to me.”

“Not even if I’ve found out who he was?” Ganke asks.

Miles feels his resolve weakening. “You didn’t.”

“Okay, I didn’t find out a name, but I’ve definitely got it narrowed down. All of the incidents, the worst incidents happened around Midtown High School.”

“So what, you think he was a teacher?”

Ganke shakes his head. “You’ve seen the picture of him. He was a student.”

Miles looks over Ganke’s shoulder. The picture on the screen is from the Daily Bugle, an action shot taken by someone named Peter Parker, who, as Ganke’s notes point out, was also a student at Midtown High. The man in the mask has gangly limbs, a lean frame and narrow shoulders. Ganke is right. He doesn’t look like he’s finished growing into his body yet.

“You’re right,” Miles says, his mouth dry. “He looks like he could be me.”

Ganke spins in his desk chair. “You’ve got to look into this.”

“I really don’t.”

“So you’re what, going to just ignore the fact that you have all these weird abilities?”

“Yes,” Miles decides. “That’s exactly what I’m going to do.”

*

Two days later he takes a train to Queens.

He has a Spider-Man costume in his bag. One that Ganke ordered off eBay for Halloween last year. The need to hide his identity nags him in the back of his mind, but it’s more the guilt that he’s blowing off class than any real fear someone will recognize him. He hugs his backpack tight to his chest as he gets off the subway, walking the intervening blocks to Midtown High School.

It’s not until he walks into the school that he realizes he hasn’t thought this through.

It’s one thing to know that Spider-Man was a student here, another to know how to find out which student. Miles stops in the middle of the hall, fighting panic. A massive blond wearing a letterman’s jacket brushes past his shoulder, Miles pitches forward, catching himself before he falls.

“Watch it pipsqueak,” the blond snarls.

Miles’s fingers twitch. He could take this guy apart with one touch. He could—

“Easy, Flash,” a big guy says. “He’s just a kid. Give him a break.”

“I’m not a kid,” Miles says.

“It’s fine, freshman,” the big guy says. “I’m Kong. You just transfer?”

“Uh, yeah.” Miles tries not to flinch when Kong puts a hand on his shoulder.

“Don’t worry about Flash,” Kong says. “He’s mostly bark. If you want, I can point you at the principal’s office. Should be able to get you a schedule.”

Miles nods as the tardy bell sounds. Kong’s only able to stay long enough to rattle off directions before heading to class. Miles takes two steps around the corner and then slips through the back exit of the school, climbs up the walls and pulls out his phone to text Ganke. _This was a terrible plan. I can’t just start asking if anyone knows SM._

After a few moments a trio of text come right after the other.

_I can’t believe ur doing it._

_Ur right about the questions._

_Put on the suit?_

Miles tugs the eBay Spider-Man suit out of his backpack, turning the mask over in his hands. _Put on the suit_ , pretend to be the real Spider-Man. He doesn’t want to. The mask has a peculiar weight in his hands, accusatory almost.

Like if he has spider powers, he has a responsibility to use them.

“Man up, Miles,” he mutters to himself and starts pulling the costume on.

He spends the rest of the day on the roof watching, half-expecting some supervillain to appear to fight him. But nothing happens. He spends most of the day playing Tetris on his phone and texting Ganke.

When classes let out for the day, he sticks himself to the flagpole and watches. The bully who’d tried to knock him over heads to football practice, Kong leaves with a pretty brunette. The students pile into the buses and no one looks up to see Miles. When the parking lot empties out, he swings down from the roof and heads for the Principal’s office. Odds are there is some kind of record of students. Miles is willing to guess Spider-Man had a lot of unexplained absences. It could help him narrow things down.

He’s rounding the corner when he hears a female voice call a name, “Peter?”

Miles freezes, but doesn’t turn around.

The girl says, “Peter, is that you?”

He would have some kind of warning if she was dangerous. His senses were pretty good about tipping him off about imminent danger. He chances a glances over her shoulder and then turns around slowly. The girl is maybe seventeen years old, with long blonde hair, a black skirt and dark eye shadow. Her voice cracks when she says, “You scared the crap out of us, Pete.”

Miles raises his hands. “Look I don’t know who you think I am, but I don’t know any Peter?”

The girl’s spine goes straight, her grip on the books in her arm changes to something that could be used as a blunt-force weapon. “Then why are you wearing Peter’s costume?”

Miles rolls up the bottom of the mask. “I’m looking for him too. See a couple months ago, my uncle brought back a spider from an Oscorp lab. It bit me. I’d heard about Spider-Man and I wanted…”

The girl’s face softens. “You wanted to see if he would help you.” She bites her lips and then turns over a notebook to scribble down an address. “You’re coming to dinner. Aunt May will want to lay eyes on you Peter or not.”

*

He stays in camouflage mode and hitches rides on top of cars to get to the address. He keeps the suit on, but pulls jeans and a hoodie on over them, shoving the mask into his pocket. The ability to disappear at will do a lot more to hide his identity than a costume. It’s a different sort of neighborhood than he’s used to. Single family houses rather than apartment buildings. Somewhat farther away from the constant roar of the city. He texts Ganke that he has a lead and ignores the subsequent barrage of replies as he knocks on the door.

An older woman opens the door for him. She has short white hair and a kind face. “You must be Gwen’s friend,” she greets. “Come in.”

Miles looks over his shoulder and follows her inside.

Gwen Stacy gives him the once over from the living room. “You’re a lot younger than I would have guessed.”

“I’m fourteen,” Miles replies.

“Fourteen,” the older woman says in wonder. “Peter was…”

She falters, puts a hand over her mouth.

Gwen steps in. “Peter _is_ seventeen. He was fifteen when he got his powers.”

Miles shuffles his feet, tugs at the straps of his backpack. “Did you tell her who I am?”

“I don’t know your name,” Gwen replies. “How much more you say to me and Aunt May is your call.”

Miles takes his backpack off and tosses it to the side. “My name is Miles. I was trying to find out what happened to Spider-Man. It was my best friend’s idea. He figured most of the incidents were around Midtown High School. Our best guess is that he was a student.”

“And why do you want to find Spider-Man, Miles?” May asked him.

Miles takes a deep breath, jumps and sticks himself to the ceiling.

May gasps, her hands flying to her mouth. Miles grins at her. He’s never been out crime-fighting, but his powers are _cool_. He swings himself back down, landing with a soft thump. “Tada,” he jokes.

“Peter did the same thing,” Gwen says. “I swear he’d rather read on the ceiling that anywhere else.”

“What happened to him?”

“We don’t know,” May answers. “There was… an incident. His girlfriend, Mary Jane, she disappeared. And Peter, well, Peter went after her.”

“That was months ago,” Gwen finishes. “Both of them, just gone. I tried to look for him, but Peter’s smart. If he doesn’t want to be found, I’m not going to find him.”

“Why are you telling me this? I mean the mask kind of means he was big on the secret identity.”

“Because, we haven’t had much luck finding him, but I think you’ve got an advantage.”

“Me?”

May looks between the two of them, her face softening as she recognizes the panic growing in Miles’s gaze. “Stay for dinner?” she offers. “You don’t know us. You have no reason to help us. So get to know us.”

Miles should definitely go home. He’s not going to get answers here. Just more questions.

He stays anyway, inhales half of the roast May serves, laugh with Gwen and listens to stories about Peter’s early days as Spider-Man. When they finish, May disappears to the basement and comes back with a pair of metal contraptions and a few scraps of paper. She places them in front of Miles. “I think… I think I’d like you to have these. You don’t have to do anything with them, but if you do decide to look for Peter, I’d feel better if you had every possible advantage.”

“Those are the prototypes,” Gwen says. “He took the real ones when he left, but the spares are still functional.”

The web shooters. Miles swallows the lump in his throat. “I can’t take these.”

May’s face sets in the same way Miles’s mom’s always does when she’s about to say something he doesn’t want to hear. “You can and you will, young man. What would Gwen and I do with them?”

Miles takes the web shooters, puts them almost reverently in his backpack along with the eBay Spider-Man mask and says his goodbyes for the nights.

Gwen hugs him tight and slips him a phone number. “Here. If you need help with anything.”

“Don’t be a stranger,” May says.


	2. Chapter 2

“Are these what I think they are?” Ganke asks.

Miles buries his head in his hands. “Yes.”

“Then you found him?”

“No.”

“But you found out who Spider-Man was?”

“Yes.”

“Who told you?”

“A friend of his. She took me to his aunt’s house. He disappeared a few months ago. They haven’t seen him.”

Ganke pushes one of the triggers of the web shooters, watching as the webbing caught on his sneaker. “I can’t believe they gave you his gear.”

“I think they’re only his spares.”

Ganke rolls his eyes. “I can’t believe they gave you his spare web shooters.”

“What am I going to do?” Miles asks.

“You mean you’re not going to try to find him?”

“How, Ganke? How could I possibly do that?”

Ganke’s face pinches, raising one shoulder in a half shrug. “Last time I managed to track him to Midtown High. I can start looking again.” He looks back to the web shooters. “And you can’t tell me you’re not going to try those things out.”

* * *

 _Okay,_ Miles thinks, _this is the greatest feeling the world._

It had taken a while to get the hang of the web shooters, but after he did...

Miles lets out a whoop as he arcs down through the streets, letting go of one strand as he shoots out another. If this is being Spider-Man, well, he can see the appeal.

But Peter Parker was Spider-Man and Peter Parker’s friend and his insanely nice aunt haven’t seen him in months.

Miles lands at the edge of the building, sticks to the side. He can’t wear gloves in the eBay costume; his stickiness doesn’t work through the cloth. He wonders how Peter managed. If he had some kind of special material. Wonders how he even came up with the idea of web shooters.

He wonders a lot of thing about Peter Parker.

From a few blocks away, Miles hears a scream. He tilts his head, listening for the source of the noise and makes a split-second decision to investigate. He lowers a web down so he can approach form above, scoping out the situation before he jumps in.

His adrenaline spikes.

There’s a man with a knife closing in on a woman clutching her purse to her chest like a shield.

“You can have it if you want,” the woman pleads. “Just let me go.”

“Don’t want your purse,” the man replies with a leer.

Miles drops between them. “See,” he says. “I get the feeling that you never even pretended to ask nicely.”

The man’s eyes widen. “It’s you.”

Miles draws his fists.

The man drops the knife and sprints in the other direction.

“Okay…” Miles says slowly. “Is there something much larger and scarier behind me?”

“Thank you,” the woman says.

Miles turns to look at her. “You okay?”

“Yes,” she replies.

“Right. Good.” He jerks his thumb in the direction the attacker had fled. “That was weird right?”

The woman shakes her head and then sidesteps Miles to run out of the alley herself.

“Definitely weird,” Miles confirms to himself.

* * *

He sneaks back into his dorm through the window, tugging off the mask. Ganke glances up. “Any luck?”

“No.” Miles shakes his head. “You?”

Ganke smiles sheepishly, holding up a textbook. “Not a lot of looking. Bio test tomorrow.”

Forget Peter Parker. Miles has real work to do.

* * *

Miles starts going out as Spider-Man whenever he can find the time.

It’s a growing addiction, this need to swing through the city. This chance to be better than he was. Every time he saves someone, he likes to think he’s making his mother proud. Likes to think that he might be saving someone whose life means just as much.

The venom sting is handy, especially considering no one ever taught him how to fight. His uncle Aaron had started when he was a kid, but when his dad found out, he stepped in, explaining that in the aftermath of a fight, Miles would never _ever_ get the benefit of the doubt. Explaining sometimes it was better to run.

Miles wishes he’d listened to his uncle instead.

The thug advances on him, a sneer curls over his features. “Don’t know why they’re so scared of a little bug like you,” he growls. “Whole of the underworld and I’m going to squash you under my boots. No more Spider-Man.”

Miles hits him with his off hand. Puts his head down and powers through like he remembers from his uncle’s one lesson.

He feels bones break when he hits flesh. The man goes flying into the wall with enough force to rattle the fire escape. He doesn’t get back up.

Miles stifles his own cry of pain, cradling his wrist. On the edges of his vision, he sees stars. He must have thrown the punch awkwardly and thrown it with far too much power. He remembers the basics from science class. Equal and opposite forces. If you push a wall, the wall pushes you back.

If you punch a bad guy, his face punches you back.

Miles walks over to the thug, bends, and checks his pulse.

Alive.

Miles straightens, cradling his broken wrist to his chest.

He almost killed this guy.

He could have killed this guy.

Miles feels sick and he’s effectively down to one hand for web work.

He slides into camo mode, walking out into the crowded streets. It takes him twice as long as normal, but he eventually gets back to the locker where he’s stashed his street clothes. He pulls them back on carefully, wondering how he’s going to be able to explain a broken wrist in class tomorrow. Or worse, to his dad when he sees the hospital bills.

Miles is so distracted, he doesn’t notice the black car that’s pulled up beside him until a man rolls down the window and calls his name.

There’s no ringing from his danger senses, but that doesn’t always warn him until the last possible second. His common sense on the other hand…

He cradles his broken wrist and keeps walking.

The black car keeps pace next to him.

“Miles Morales,” the man in the window says.

Miles lets himself glance sideways. Even sitting down, the man is a huge presence, wearing a leather jacket and an eye patch. A scar slices through his face.

_Stranger danger to the max._

“You’ll want to hear what I have to say, Miles.”

Miles lets himself react, turning to face the man. “Why? I don’t know who you are but so far your introduction screams stalker.”

A twitch of the lips, almost but not quite a smile. Then Eyepatch pulls out a badge. “Nick Fury. Director of SHIELD. And unless you want me to take you into questioning for vigilantism, I’d get in the car.”

Great, now he’s a terrorist threat.

Miles gets in the car.

* * *

Fury moves over a seat so Miles can take the one closer to the curb. He assumes there’s a driver, but a black privacy shield makes it impossible to tell. For all he knows, it could be a robot. The advantage of the window seat is that he can bail out of the car if he needs to. The disadvantage is that Fury has a clear line of sight to his broken wrist.

There’s thankfully no bag shoved over his head so Miles watches the car snake its way through the street, memorizing every turn just in case his instincts have betrayed him.

“Relax, kid,” Fury says. “I ain’t here to piss in your cheerios. I just figured it was time we had a talk.”

“A talk about homeland security?”

“A talk about Spider-Man.”

Miles flinches, but he knew he was made when he got in the car. “I’m not—”

“You’re not the original flavor, I know, kid. The only reason we didn’t have this talk earlier is because I had to make damn sure you weren’t another one of Peter Parker’s spider-clones about to bring down this city.”

Miles… doesn’t know how to unravel that statement.

“You don’t want to know, trust me.” Fury says. “That arm looks pretty rough.”

“Broken,” Miles admits.

“We’re taking a detour before we finish this conversation. I’m assuming you heal faster than you used to?”

“Haven’t put it to the test yet.”

“If your blood work’s anything like Parker’s that’ll, be the case.”

“If it’s all the same, I’d rather not have blood work.”

“Kid, no reason to be suspicious,” Fury says. “We’re on the same team and I’m about to ask you a favor.  Let me help you out first. Sign of good faith. You can always walk away. I’m not in the habit of arresting high schoolers.”

After a pause, Miles nods his agreement. When Fury taps on the glass, they detour to a clinic where a brusque older doctor wearing some kind of uniform sets his wrist and gives him a removable splint. Miles doesn’t want to admit it, but it helps to have the pressure off his broken bones.

The doctor leaves when Fury waves his hand, shutting the door behind her.

“Now for the speech, right?” Miles tugs at the Velcro of his splint. “ _You’re too young to try to be a hero._ ”

“You are too young,” Fury says. “Parker was too young, too. But if I learned one thing from the Parker fiasco, it’s that you can’t tell a teenager what to do. You want to be Spider-Man, knock yourself out, but I’m going to keep an eye on you.”

“Okay,” Miles says slowly. The painkillers the doctor injected him with makes him feel slow, but his metabolism has already starting chewing through the fog around his mind. “Then why did you want to talk to me?”

“Why did you decide to be Spider-Man, Miles?”

“I wanted to figure out what was happening to me. My friend and I figured Spider-Man probably went to Midtown High School. When I went to investigate, I met Gwen Stacy. She told me about Peter. His aunt gave me his web shooters. They asked me to look for him, but…” Miles looks to the floor. “I’m pretty sure they both think he’s dead.”

“Parker ain’t dead. I’ve sent people after him. Got less than a warm welcome.”

“If he’s not dead, then why doesn’t he go back to his family?”

“That’s the kind of question I was hoping you’d help me answer, Miles.”

Fury pulls a parcel out of his coat slides it over to him. Miles opens it with his good hand.

It’s a Spider-Man costume. Better material than the one Ganke bought for him off eBay. The reds are more vibrant. The lenses in the mask seem a less brittle. He’s willing to bet this is material designed for someone like him. That will let him stick to walls even when wearing gloves.

“Thought about giving you your own color scheme,” Fury says. “New Spider-Man, new uniform, but then I realized this isn’t about legacy. We want to draw Parker back into the open. He has a lot of enemies. When Spider-Man is spotted in the city, the underworld gets a lot less careful.”

“Sounds like you’re painting a target on my back.”

“You already got it hanging there, Miles. Stark had his hands on this suit so it’s a damn sight more durable than spandex. If you’re going to be out there—and your actions over the past few weeks tell me that you _will_ be out there—you might as well have all the information. Have every advantage I can give you.”

“You work with SHIELD. Can’t you, like, hack phone lines and send out surveillance drones?”

“I could, but I’ve learned my lesson. If you’re hunting a spider, you don’t track them with electronics.” Fury smiles. “You send another spider.”


	3. Chapter 3

**Notes for the Chapter:**

> [enter Peter]

Miles doesn’t sleep much anymore.

He wants to think it’s a side-effect from the bite. He’s googled spiders a few times, but that told him that there are certain species that go into hibernation in winter. That spiders have circadian rhythms just like people. He has to make himself stop before he starts trying to connect his own set of powers to a certain genus and species. Instead he falls back on his experience: He pulled an all-nighter once when he was in middle school, just to prove to himself it was possible. He’d felt half dead the next day and slept almost twelve hours to make up for it. If he gets to that point again, his body will let him know.

Until then, he’ll take functioning without sleep for the blessing that it is.

He calls Gwen about Nick Fury. She confirms his story. Nick Fury is head of the government agency SHIELD. When Miles starts to try to google that, he winds up with more conspiracy theories than a Bigfoot forum.

Gwen also manages to shanghai him into another dinner with Peter’s Aunt May. Both her and Gwen seem to take Fury’s visit as a positive.

“But no leads?” May asks.

Miles, mouth full of potatoes, shakes his head.

The dinner is less awkward than the first time around. May seems to have unofficially adopted him and Gwen teases him like she’s his older sister.

Fury’s wrong.

Peter can’t be out there.

To give this kind of family up, Peter must be dead.

Miles chews slowly, so he doesn’t spit out the thought.

They don’t talk about Peter. Instead, they talk about how Gwen’s been accepted to Empire State University on a full scholarship. They ask about Miles’s own classes, how charter school differs from public. He learns about Captain Stacy and Gwen’s mother.

There’s more to that story, but Miles is afraid to ask. Gwen clearly doesn’t want to talk about it and May pushes the conversation onto other things. By the end of the night, May has offered him a place to stay if he never needs it as well as the extra helping of tonight’s dinner.

Gwen walks him out the door. “Seriously, you should keep coming by. Aunt May says Bobby and Johnny might make it next week.”

Miles doesn’t recognize the name Bobby, but he understands that Johnny is most likely _Johnny Storm_.

He half-wonders if the Parker house is actually a hostel for displaced superheroes.

Gwen trails him out the door and to the front of the driveway before finally stopping. It’s going to be at least another hour before Miles makes it back to the dorms, but it’s a Friday night so he doesn’t have to worry about class tomorrow. He wonders if he should ask about bringing Ganke next week.

“Any luck about Peter?” Gwen asks.

“Outside Nick Fury? No.”

Gwen shuffles her feet. “How much did Fury tell you? About Peter. About when he went missing?”

Miles frowns. “He told me Peter wasn’t dead. But I don’t know if I believe that.”

Gwen’s hands are shaking. “Why wouldn’t you believe him?”

“Because he’s got you and May. I can’t imagine anyone would leave the two of you behind.”

Gwen tugs him into a hug. She’s a few inches taller than him and the discrepancy is magnified by her heels. She’s warm and smells vaguely of fresh bread, just like the Parker house. Her grip is stronger than Miles would expect.

“You’re sweet, Miles. But you don’t have all the information.”

“So give me the rest.”

Gwen’s mouth quirks up in a smile. “I am not the real Gwen Stacy. I mean, I have all her memories, have an identical body, but I’m a clone of a girl who died.”

“That’s possible?”

“You have spider powers.”

Miles snorts.

Gwen laughs. “The same people who cloned me, they were… working on a project. Trying to replicate the bite that gave Peter his powers. Long story short, I’m not the only clone. Just the only one left.”

“What do you mean the only one left?”

“Aunt May doesn’t like to talk to about it. I think she blocked most of it out, but there were a half-dozen versions of Peter Parker out there. And SHIELD hunted every one of them down.”

“Why?”

“Because some of them were dangerous. Which meant all of them were dangerous. I wouldn’t be surprised if Nick Fury is the reason Peter went to ground. So use the information he gives you, but don’t trust him.”

Miles nods, considers the advice.

Wonders how he knows he can trust _Gwen_.

* * *

It doesn’t happen all the time.

Or even most of the time.

But maybe one back alley mugging in five, the perp turns to look at him, face paling like Miles is the devil incarnate.

And then he runs.

Just like the first one.

And Miles _knows_ it’s not him.

He’s agile but he’s not a fighter, will probably never be one since he’s gotten increasingly good at controlling the output of his venom blasts.

Even in the costume, he’s not intimidating. He’s fourteen, with arms too long for his body, tripping over feet that he hasn’t quite grown into. His voice has dropped, but there are moments when it cracks, when he squeaks instead of spitting out a quip. Even with his unfair advantages, half of the muggers get away before he can subdue them. He runs out of webs at least once a week. Peter’s notes about the formula were almost illegible and every once in a while Ganke gets the proportions wrong leaving Miles with webs so stiff he almost dislocates a shoulder when he starts swinging.

He is painfully and obviously _new_ at the costumed hero gig.

The guy he’s cornered tonight looks ready to piss himself. He’s so afraid, he runs farther into the alley, instead of out of it. Miles lands softly, approaching the man with put-on bravado. “Dude you realize, that even if you do manage to climb the walls, I can follow you.”

The man waves his gun, fires off six quick rounds. Miles lets his instincts take over, moving through the alley with a serene sense of purpose as shot seven clicks against an empty chamber.

“Please,” the man whimpers.

“You just tried to shot me,” Miles replies. “Why should I be doing you any favors?”

“I don’t want to die,” the man says.

Miles wraps him up in webs. Someone will have called the police after the gunshots. He’s got maybe two minutes to clear the scene.

He hopes it’s enough time to get answers.

“Die? I don’t kill people.”

The man narrows his eyes. “I’ve seen you.”

Miles is thankful for the mask hiding his expression. He racks his brain. Tries to think of incidents where Spider-Man was accused of murder. There were a couple stories in the Daily Bugle about a year ago, but from what he remembers, that was more tabloid journalism than anything substantial.

His silence gives him away. Even wrapped in webs, the perp relaxes.

“You’re not actually him,” the perp says, a cruel smile over his face. “I don’t believe it. You’re just some shit lookalike. When the real Spider-Man finds out, oh, I wouldn’t want to be you.”

“I am the real Spider-Man,” Miles bites. He taps the man’s cheek and puts enough power into his venom blast to render him unconscious.

He runs a hand over his masked face.

Then he feels it, a prickle in his spine. Not quite a sense of danger, but more… recognition. He spins on the spot, but he’s alone except for the distant police sirens.

Out of the corner of his eyes, he see movement.

And then Miles spots him. He’s not on the adjacent building, but halfway up a skyscraper, wearing the same costume as Miles. Red and blue.

Miles has to physically bite his tongue to keep from screaming _Peter._

It doesn’t stop him from moving into action. He shoots his webs, slinging himself back to the rooftops.

Spider-Man spots his approach, tilts his head, and then takes off.

And, wow, Miles thinks he’s been getting better, but Peter moves through buildings like he’s made for it, swinging deep enough to just skim the traffic, executing sharp turns with some sort of technique Miles hasn’t managed to figure out yet.

Miles manages to keep pace for a quarter mile.

Then Peter doubles back. He breezes by Miles, close enough that he can see the white lenses of his mask. He thinks he hears a voice say, “Not bad, kid,” but he might have been imagining it in the wind.

Miles’s next web crosses with one of Peter’s. It’s enough to through Mile’s rhythm off.

He hits a brick wall hard like a fly splattering against a windshield. He lets himself sink to the ground, hoping that no one saw.

And at the same time hoping that everyone saw. Hoping that there would be a picture of the two of them together on the front page of the Daily Bugle. Peter may have run, but he’s still out there. And Miles can’t take offense at his actions. He has no reason to trust Miles, the kid who’d stolen his costume, his identity.

But he’s alive. Despite Fury’s assurances and Gwen’s hope, Miles had never quite believed it.

He makes his way slowly back to his dorm room, climbing in the window. Ganke is asleep on his bunk, a laptop resting open on his stomach. Miles grins under the mask and shuts the window hard.

Ganke wakes up like a lightning bolt, nearly cracking his head on Miles’s bunk above him.

“Oh my God,” Ganke says. “Oh my God, Miles please say that’s you.”

“Who else would I be?” Miles frowns as he tugs off the mask.

Ganke’s shoulders relax. “You didn’t by any chance maybe… killsomeoneinadarkalley?”

“Say that again. Slower.”

Instead, Ganke runs a finger over the scratchpad of his laptop to wake it out of sleep mode. Then he turns it around to show the picture: Spider-Man, back to the camera, rising up over a corpse.


	4. Chapter 4

**Notes for the Chapter:**

> I kind of lost my outline for this one and then tumbled headfirst into the DC fandom long enough to forget where this was heading. But I have done some plot restructuring so we're back on track.

The next day, Gwen finds him on campus.

Miles is at lunch, sitting across from Ganke as his friends flips through the Daily Bugle, narrating the stories about Spider-man and Gwen slides in next to Ganke, kicking Miles under the table to shake him out of his mope. Ganke glances sideways, about to tell her off, but then he gets a good look and sputters instead.

Miles wants to laugh, but he can’t find his voice. Gwen steals a fry from his plate.

Ganke breaks the silence. “Why are you sitting here?”

“Friend of Miles,” Gwen replies.

“Ganke,” Miles chokes. “This is Gwen. Gwen, my best friend, Ganke.”

“ _This_ is Gwen?” Ganke gapes. “You should have introduced me sooner.”

Miles ignores him. “Are you coming to turn me in?”

“Do you really think I can take you?” Gwen asks.

Miles starts to answer no, but has to stop himself.

Who’s he kidding, even with his superpowers, Gwen can probably take him.

“Look, I know what it looks like, but Gwen I wasn’t even there. I would never…” He drops his voice. “You know, kill someone.”

“I actually came to talk to you about that.” Gwen grabs the paper from Ganke and flips back to the front page story, the picture of Spider-Man looming over a body. She points at the photo credit.

_Peter Parker._

Miles blinks. “Why would he fake a photo of me?”

“What?” Gwen asks. “No! Pete was selling photos to the Daily Bugle from the start. It was the only way he had to make some extra money. He worked on the website for a while.”

“Peter sent an incriminating photo of _himself_ to the Daily Bugle?”

Gwen lounges back in her chair. “I don’t understand it either, but I already went to Peter’s old boss. Apparently, he stopped by with more than one photo.”

Ganke leans over Gwen’s shoulder to look at the photo. “Must have needed a paycheck. Miles, you ever need a photographer, you know I’ve got you, right?”

“Not really the issue here, Ganke.”

“Yeah.” The smiles fades from Ganke’s face. “He framed you for murder, dude.”

“They’re both Spider-Man,” Gwen snaps, looking around to make sure no one is listening. “And I’m not entirely sure it’s framing someone for murder if Spider-Man actually murdered the guy.”

“You can’t think…” Ganke starts.

Miles thinks of the two-bit criminals over the past month that have looked at him like the devil incarnate. “Let’s pretend the dead guy doesn’t matter. Peter’s smart. Has to be. Made the web shooters himself. Sent that photo to the Bugle…”

Gwen has a faint smile on her face. Like she’s proud of him. “He’s planning something,” she confirms. “Has to be. But I have no idea what.”

“He didn’t resurface until you started going out in the city again,” Ganke says.

“And about the only person who’s noticed there are two of us is Nick Fury.” Miles scratches his head. “You think maybe he knows about me?”

“I think you changed his plan.” Gwen clenches the newspaper, its edges crumpling under her fingers. “I think he’s using Spider-Man to draw someone out into the open but when the only Spider-Man around was Peter, that was too much risk.”

“Great,” Miles says. “I’m bait.”

“Peter wouldn’t do that to you,” Gwen replies.

“Why not?” Ganke asks. “Peter’s never met Miles. It’s not like there’s a secret spider brotherhood or something.”

“Either way.” Miles tries to keep his voice even. “The picture must be a message for someone. Might even be a message for me.”

“You just said you could be _bait_.”

“I think he’s expecting you to investigate,” Gwen says. “He probably realized I’d talk to you. But the message? I’ve got no idea who that’s for.”

“You think he’s watching me? I’m not super comfortable with that.”

“You’re wearing his costume,” Gwen says.

Yeah, but Miles hadn’t realized he’d signed up for something like this.

* * *

He goes home after class. His mom greets him with a crushing hug as his dad shouts at the news of Spider-Man on TV. “Feels like nothing’s safe anymore.”

His mom pats him on the shoulder. “Don’t worry about your father. He’s still bitter about the mutant thing last year.”

The mutant who’d nearly drowned the city. Miles winces. “I don’t think Spider-Man’s a mutant.”

“A killer’s not much better.” His dad stands up to greet him. “Don’t get in your head that these guys are cool or something. You’ll grow up better than all of them.”

Miles clenches his hands harder on the straps of his backpack. The costume is carefully folded under his school books. He lets his mom fuss after him and answers questions about classes and tests for his dad before begging off to his room for the night. He locks the door behind him and pulls on the costume before slipping out the window.

He heads for the crime scene.

It’s clean by the time he gets there. It smells like New York alleyway. The crime scene tape has been peeled away and the restaurant that dumps their waste around back is open for business. Miles perches on the side of the wall, wishing he’d brought headphone.

And he waits.

* * *

He falls asleep.

He’s stuck to the wall of a murder scene, camo mode fully engaged and he manages to… doze until his phone buzzing against his side. He fumbles it out of his pocket, drops it and only saves an expensive explanation to his mother through the miracle of web shooters.

Of course, this batch of the web fluid is thick, nearly opaque and takes a good two hours to dissolve. He frowns at the illuminated screen, trying and failing to peel off the webs. He should have brought a solvent with him. Texts this late have a tendency to be important.

“Viscosity problems,” a voice says from above him. “You’ll want to shorten the reflux time. Too long and the stuff loses elasticity. Tries to harden on contact with air.”

Miles lets out a slow breath and turns up to fine Spider-Man, the original Spider-Man perched on the roof. He glances down to find he’s still in camo mode and frowns through his mask.

“Dude,” Spider-Man says. “You might be invisible, but your webs aren’t. I’m not here to fight.”

Miles looks again at the phone, picks at the webs, and deems it a lost cause.

“C’mon,” Spider-Man cajoles. “You’ve got a spidey-sense, right? The one that buzzes when things are about to go sideways. You know I’m not a threat.”

Not a threat might be an exaggeration. Miles is getting… something from his spidey-sense. He doesn’t think Peter is here to attack, but he’s…

Dangerous.

Every instinct says Spider-Man is dangerous.

Slowly, Miles lets himself be seen.

Spider-Man straightens a little, tension laced through his shoulders. “Kid,” he says. “How old are you?”

“Twenty-four.”

“Nice try. I’ve been watching you. You go to that charter school in the city. I know the room number. I could have your name in about twenty seconds if I wanted it.”

“Then why bother asking?”

A shrug. “Because I keep hoping Fury isn’t who I know he is.”

“I’m fourteen,” Miles answers after a pause. “You’re less than four years older, Peter.”

The lenses on Spider-Man’s suit don’t give anything away, but the spidey-sense sends a cascade like ice sliding down his back. Spider-Man’s voice is equally cold when he replies, “Fury give you the history lesson with the costume and the web shooters?”

“Your aunt gave me the web-shooters,” Miles counters. “She misses you. She wants you home.”

“I can see why Fury sent you here,” Spider-Man says. “But you can tell him, he’s been plotting when he doesn’t need too. I wanted to end this tonight.”

“I don’t know what you’re talking about,” Miles says.

Spider-Man laughs, the ice thawing in his voice. “Kid, you are in so far over your head, it’s actually a little bit funny. I need to see your mask.”

“What?” Miles squeaks. “No!”

“You’re a fourteen year old who goes to charter school in Brooklyn, but apparently you made enough of an impression on my Aunt for her to give you my most prized possession. Add all that up and I may as well already have your identity. Besides, it’s only fair.” He reaches up and tugs his own mask off. “You already know mine.”

Peter isn’t the same guy Miles had seen in family photos at the Parker house. He’s buzzed off his floppy mop of hair and has earned a few scars on his face, three of them that look almost like claw marks. Miles shoots a web line, swings up and settles just outside of Peter’s reach. Up close, he can see the bags under his eyes, the sallow cast to his skin.

“You look terrible,” Miles says.

“You’re the one who stole my look,” Peter shoots back. “Give it another few years. It might be contagious.”

Miles tenses his shoulders.

He never expected to be this close to the real Spider-Man. Even after months of looking for him, Peter Parker had always felt too far out of reach. In a lot of ways, he’s Miles’s role model, his hero. He’s been watching clips of Peter fighting almost obsessively, trying to figure out an edge. A way to survive when Peter had died.

Except, Peter hadn’t died at all.

Miles peels off his mask, keeping his face cast down. He feels oddly naked, but the rooftop’s unoccupied and the only person here to see him is the guy Miles has been emulating for months.

“There we go,” Peter says. He shoots out a web to grab the mask from Miles’s hand. Perfect consistency, Miles notes bitterly. Nothing like the webs that gunked up his phone. “I’m guessing Fury gave you this one and sent you on my trail. Which means...”

He fingers the edges of the lenses, moving slowly around the seam until he pauses and pushes his fingers against slightly puckered fabric. He grabs a pocket knife from one of the almost invisible pockets in his suit and slowly extracts a black object about the size of a grain of rice. He does the same with both lenses and then the seam at the neck.

“What are those?” Miles asks.

Peter holds up the first one. “GPS.” He balances the tiny speck on his thumb and uses his forefinger, flicks it off the roof.

Then he turns the second speck over in his hands. “Video. Wave, kid.”

Miles puts up a hand to shade his face, stomach rolling as Peter pinches the camera into a fine powder.

“And… audio.” Peter finishes. He rolls the piece into the palm of his hands, leans his mouth close and says, “Don’t send the kid to do your dirty work, Fury. This playdate was for you.”

He makes a fist, effectively crushing the last of the surveillance devices.

Miles’s throat tightens. Peter’s watching him, something calculating in his eyes. Miles swallows a few times before saying, “Thank you.”

It must be the right answer because Peter tosses the mask back. “Fury’s got his own agenda. He doesn’t give free gifts and he isn’t afraid to burn an asset.”

“Gwen and your aunt asked me to look for you first,” Miles says. “And before that, I wanted to. I woke up one day with all these powers and I didn’t know what to do. I still don’t know what to do.”

Peter snorts. “When I started, I never knew what I was doing.”

“You seem like you’ve got a plan now,” Miles comments. “Gwen showed me that picture, you know. The one with your photo credit. Said she thought it was some kind of message.”

“Go ahead and ask, kid,” Peter says. “I know you want to.”

“Did you kill that guy?”

“No,” Peter answers.

Miles feels the knot of anxiety in his chest loosen.

“Not that one,” Peter finishes.


	5. Chapter 5

Two hours later, Miles drags himself back into the room he shares with Ganke and picks the last of the webbing from his phone. It’s a message from Gwen.

_Body was ID’d as a SHIELD agent._

The photo looms in his head, Spider-Man. The same costume Miles wears every night. Spider-Man the killer.

He looks at the costume in his backpack. May had offered to do his vigilante related laundry to save him using the dorm’s service or risking his own family finding out his identity. He’s taken her up on it before, but he doesn’t know how to respond if she asks him about Peter this time. Doesn’t know if he can explain the change in his nephew’s eyes.

He looks back at Gwen’s message, hesitates for a moment and then calls.

It takes a couple rings for her to answer, but a glance at the clock tells Miles she shouldn’t be in class yet. When she answers, her voice is foggy with sleep. “Miles? Did you find him?”

Miles opens his mouth, ready to blurt out the entire encounter, but forces himself to stop. If Fury had bugged his mask, there was no reason to think he wouldn’t be monitoring phone calls. “I have a lead,” he says, purposely cryptic. “We should meet up.”

“Okay, Mr. Paranoid. You know you’re always welcome to dinner. I’ll let Aunt May know.”

“Right,” Miles says. “Right. I’ll stop by tonight after class. Right now I need to get some sleep.”

He crawls into bed, not even bothering to take off his costume.

In the bunk beneath him, Ganke’s alarm goes off.

* * *

He sleepwalks through the day, not exactly dozing off, but definitely not focused as his mind keeps circling back to the conversation last night. He relies on Ganke to kick him when he needs to look like he’s paying attention. His teachers glare at him, but none of them can find cause to scold him. Miles just has to keep his GPA high enough to keep the scholarship and there’s still another few weeks until the next round of test.

“You want to talk about it?” Ganke asks between classes.

“I don’t,” Miles says. “You have no idea how much I don’t want to talk about any of this.”

Ganke hesitates, hand on his locker. “Is it about Peter? Did you find him?”

Miles presses his head against the cool metal of the locker. “It’s a little more complicated than that.”

“You can tell me, you know,” Ganke says. “I mean looking for him was my idea.”

Miles squeezes his eyes shut. “What am I supposed to do when I find out my hero might not be a hero anymore?”

Ganke flinches.

“I thought so,” Miles says. He grabs his backpack and stalks into the next class.

He doesn’t say another word to Ganke until he’s debating if he wants to web his way to Queens or take the train. Ganke taps him on his shoulder as he’s zipping up his hoodie, his face twisted. “You take a moment to be happy he’s alive,” Ganke says.

“What?”

“If you’re hero’s not a hero anymore,” Ganke clarifies. “You take a minute to be happy he’s alive.”

Miles nods.

Ganke bites his lip. “And then you figure out what it takes to bring him back.”

Miles wraps his friend in a tight hug.

* * *

He takes the train to Queens. It takes an extra hour and a half to get there, but Miles doesn’t want to use Peter’s borrowed technology and he hasn’t talked to Ganke about messing with the reflux time for the overly stiff web fluid. It’s almost seven by the time he makes it into the Parker neighborhood. Gwen greets him a block away. “Been waiting for you, Miles,” she says. “You didn’t seem like you wanted to talk with an audience.”

Miles nods. May Parker is one of the sweetest people he’s ever met and if Peter had really done what he’d implied, well, Miles is okay with leaving her in the dark.

Gwen folds her arms over her chest, tapping her foot. “You saw him, didn’t you?”

“Yeah,” Miles admits. “I went to check out the murder scene last night and he surprised me.”

“He’s okay then,” Gwen says. “I mean, I saw the picture but I didn’t quite believe it.”

“He’s alive,” Miles says. “I’m not sure he’s okay.”

“If he’s hurt you should have dragged him back here. We can help him. He…”

“Gwen,” Miles interrupts. “I’m pretty sure he killed a guy.”

“The SHIELD agent?” Gwen asks. “Why would Peter kill a SHIELD agent?”

“Wait.” Miles puts up a hand. “Why are you specifying SHIELD? Shouldn’t you be, you know, shocked about him killing anyone at all?”

Gwen’s eyes narrow. “Did he kill the SHIELD agent?”

Miles sighs. “He says no. But he’s got a huge chip on his shoulder about Nick Fury and all but admitted he’d taken out more than one person before and—“

Miles falters as Gwen sweeps him into a hug. His voice catches on a sob and then he’s burying his head into Gwen’s shoulder, his cheeks getting wetter by the second. She stokes his back. “Miles, it’s okay. I promise.”

“Finding him was supposed to be the problem. It was all supposed to get better. He was—"

Peter was supposed to have answers. Suppose to tell Miles what the hell he’s doing.

One of the street lamps flickers to life and Miles uses the opportunity to disentangle himself from Gwen’s arms. He swipes at his cheek with his sleeve.

“You okay, kid?” Gwen asks.

“No,” Miles says. “But I can deal with that. I never knew Peter. Maybe you’ve got a better idea. What kind of thing could make him kill a guy?”

“I can only think of one.” Gwen rubs the back of her head, fingering the edges of her cardigan with the other. She glances towards a house with an overgrown front lawn. “Her name is Mary Jane.”

* * *

At dinner when May asks Miles if he has found Peter, Miles lies. Gwen watches him from across the table, obviously deciding to follow his lead.

Miles should tell her, should ask her advice on how to bring him back. But he keeps thinking of Peter as he peeled the bugs out of Miles’s mask.

There’s no way this house isn’t under surveillance.

Dinner is crashed by a few other faces. One of them Miles recognizes immediately from the news as Johnny Storm. The second takes a little longer to place, but when he grins and chills everyone’s drinks with the touch of a hand, Miles realizes he’s a mutant.

“Iceman,” Bobby offers with a sheepish smile. “I’m one of the X-Men.”

May preens at the increased number of teenage heroes at her table, shoveling extra food on everyone’s plate. It’s nice to talk to people who have to deal with the same kind of issues. 

“You should look into joining up,” Bobby says, spearing an extra hash brown with his fork. “I know the professor offers a ton of scholarships.”

Miles rolls his eyes. “The only thing my dad hates more than Spider-Man is mutants. I don’t think he’d take it well.”

“And sounds like Miles isn’t technically in the mutant camp,” Johnny replies. “Just like I’m not actually a mutant. You guys get weird about the terminology.”

“You’re all weird,” Gwen teases. “I’m the only normal one here.”

“Okay, clone,” Bobby retorts, poking her in the side.

“You don’t want to go to the mutant school anyway,” Johnny Storm continues. “I mean how many times has the Institute been demolished this year?”

“About as much as Midtown High,” Bobby retorts.

“But those were people just gunning for Pete,” Johnny says. “No one’s touched it since he jumped town. Meanwhile, half of you mutants go evil at the drop of the hat. Not really teaching A-plus morals.”

Bobby frowns at them all. “You do know that lashing out or losing control doesn’t make you _evil_.”

“Because Magneto is totally a trustworthy person who deserves a second chance.”

Bobby raises his hand and sends a quick burst of ice towards Johnny. Not an attack, just a warning shot. Johnny’s skin glows briefly orange as he melts it.  

“You don’t know what’s going on with anyone else,” Bobby says. “You fix what you can in yourself and then you try to help everyone else do the same. Just about everyone at the school has made huge mistakes with their powers.”

“You really believe that?” Miles asks. “That horrible things can be written off as just a big mistake.”

“We’ve had students who disintegrated everyone they touched. Who’ve killed people by accident. Even a few who’ve killed people on purpose. You don’t know their story.”

May clears her throat before she can get any farther. “I’m not sure this is appropriate dinner conversation, boys.”

Bobby shrugs. “I’ll just challenge hothead here to a duel afterwards.”

May raises a stern eyebrow at them both as Gwen and Miles stifle laughter.

* * *

After dinner Bobby makes it a point to walk to the subway stop when they both have better means of transportation. “Okay,” he says. “Gwen gave me some of the rundown. What happened with Pete?”

Miles hesitates for a few minutes and then spills it all, Peter’s meeting, Nick Fury, the tracer.  Bobby nods. “He’ll start following you again,” Bobby says. “Especially considering the tracers.”

“At least there’s no more audio.”

“He’ll get that back up soon.” Bobby shoved his hands in his pocket. “In the meantime, Gwen asked me to let you know the X-Men have been tracking a few things that look like facilities designed for human experimentation. The professor hasn’t actually pinpointed mutants at risk, but people like you and Johnny aren’t mutants.”

“Why give this to me?” Miles says. “I don’t know what I’m doing.”

“Because the chatter we picked up at the facility mentioned Spider-Man and clones.”

“Nick Fury said something about clones the first time I met him,” Miles remembers. “That he had to make sure I wasn’t another clone of Peter Parker. You really think that’s possible?”

Bobby grins and throws his hands down. His entire face changes, taking one an almost crystalline cast as his feature ice over. “I don’t think Pete’s the type to hunt down and kill people like the newspapers say. But combine cloning and experimentation, well…” He gestures to his own ice coated visage. “We don’t use the word impossible much anymore.”


	6. Chapter 6

Cloning.

Miles is…

Miles is overwhelmed by the information.

Bobby had sent him a few electronic files, courtesy of a contact in the Avengers. Miles sorts through them, horror gnawing at his gut.

Gwen called herself a clone. Back when he first met her. Claimed she wasn’t the only one. That someone had tried to replicate Peter’s powers and had more misses than hits.

He’s suddenly, _irrationally,_ glad he didn’t tell May about his meeting with Peter.

Because there’s a chance it wasn’t Peter. That none of the killings were Peter. That there is some rogue clone on the loose. Peter Parker with all of Spider-Man’s strength, but his morals missing.

Miles reads until his eyes start to feel gritty from staring at the computer screen. Until he’s not one hundred percent sure that Fury’s first instinct about him was right. That Miles is secretly another clone of Peter Parker, altered just enough to keep him from being suspicious.

He’ll drive himself crazy if he keeps this up.

“Ganke,” he says. “Ganke, I’m definitely, Miles, right?”

“Go to sleep,” Ganke moans. “Miles would let me sleep.”

Miles drums his fingers against the laptop, the pads sticking for an extra instant too long thanks to his powers.

When he looks back to the computer, the data is slowly erasing itself from the screen, tab by tab disappearing. “Hey!” Miles cries

He tries to move his mouse, but the cursor is frozen in place. Miles strains to retain the information as it self-destructs, but all he can see are pictures. Clones with deformed faces. And older man. He hits _control-alt-delete_ , but it doesn't wor

His webcam flickers on and then…. Oh he’s in trouble.

“I gave you a task, Morales,” Nick Fury says. “Play Spider-Man, not kid detective.”

“You said find Peter,” Miles counters. “You should have specified which Peter.”

“That was need to know basis.”

“It might not even be the same Peter!” Miles cries. “Because it sure as hell looks like at least one of those clones is still out there.”

“Miles, your concern is bringing Peter in.”

“Are you really playing like you weren’t listening in on us?”

“He’s killed people,” Fury states. “And I’m trying to stop it before the body count gets to double digits. You’ve managed to get Parker's attention. Get him to surrender, or get him to make a mistake. Don’t play spy. Do you understand, Miles?”

Miles crosses his arms. “Yessir.”

“Good,” Fury says and then kills the video.

Miles turns off the computer. Then he wraps it in a sweater, and then his heaviest winter coat and shoves it in his closet. “Ganke,” Miles says. “Did you hear that? Did that really just happen?”

“Oh my God,” Ganke groans. “You didn’t want to talk to after class, you could at least understand that I don’t want to talk to you at three in the morning.”

“Wait,” Miles says. “I didn’t come back to the room after class. I went to dinner at May’s house and hung out with Gwen.”

Ganke sits up, rubbing his eyes. “I saw you. You were wearing the suit. Ducked out the window for patrol and didn’t even say goodbye.”

Miles’s stomach drops. “Ganke, _that wasn’t me_.”

Ganke’s suddenly wide awake. “Dude. _Peter_.”

“Anyone can wear a Spider-Man costume,” Miles says. “You bought my first one off eBay.”

“I am seriously creeped out right now.”

Miles looks at his computer, swaddled in his coat. “You think he might have bugged the room?”

“I’m going to start changing in the bathroom,” Ganke declares. “Miles, I love you, but I’m not okay with any of this. I don’t want to be on video twenty-four seven.”

“Think you may just have to smile for the cameras, Ganke,” Miles says. “I’m more worried about what information he’s got.”

He tries to scroll back through his conversation with Fury. Was there anything Peter could use? Had he managed to get any information?

…Does Miles care if he did?

Ganke wraps his blanket around him like a cape. “I promise to be less freaked out tomorrow. But right now, I gotta go. Judge will probably let me crash on his floor.”

“It’s okay,” Miles says. “I can leave. Gwen and May pretty much gave me a free pass to the couch and I met Iceman and the Human Torch tonight. Pretty sure I can call in a favor somewhere.”

“First of all, I am beyond mad at you for not inviting me to a meet-the-superhero dinner. Second…” Ganke exhales, the blanket sinking with his shoulders. “You know this isn’t us fighting, right? None of this is your fault. You don’t have to do this. Any of it. I don’t think Gwen and May would blame you.”

“You know I can’t do that,” Miles says.

“I know,” Ganke says softly. “You’re a good person, Miles.”

“Want me to try to sweep the room for bugs?” Miles asks. “Get rid of the eyes and ears.”

Ganke shakes his head. “We can try tomorrow, but I don’t think either of us have a chance at finding secret agent spy gadgets. Right now, I just really need to sleep somewhere where there are fewer cameras. I’ll see you tomorrow, dude.”

Miles grabs the webshooters from his desk. “Maybe not tomorrow. I think I’m heading back into Queens.”

* * *

He does a quick patrol through Brooklyn his civvies stashed in his backpack. The streets are quiet, unusually so, but even despite the ease, Miles’s spidey-sense stays on a low-key buzz that has him twitchy and paranoid.

He thinks maybe Peter beat him to it.

When he gets to Queens, the sun is starting to dawn. It’s Saturday so the neighborhood is mostly quiet, but a few households have started to stir. Miles spots a nurse in scrubs walking the last few blocks back form a night shift. Miles tosses his bag through Gwen’s cracked window, but doesn’t stop to say hi. Instead he slips into camouflage mode, climbs onto the roof of the Parker house and waits for the Watson residence to stir.

It’s almost nine by the time he sees an older redhead through the window moving blearily towards the coffee pot. Miles climbs down from the roof, slides out of camo mode and then knocks on the door. The woman who answers flinches back when she sees him. Miles tries not to be offended because she make an effort to hide her nerves when she realizes how young Miles is. “What do you want?” she asks.

“I’m a friend of Mary Jane’s,” Miles bluffs. “I’ve been trying to get it touch, but she hasn’t been answering her phone.”

Mrs. Watson starts easing the door ever so slightly closer to shut, her eyes guarded. “Where would she have met you?”

Next semester, Miles is taking a drama class. Improv. Something. He can’t say school when he’s looks like a freshman at best and Mary Jane would be close to graduation. “She used to hang out with my brother before we moved. I liked her. She was nice to me.”

Miles winces internally. Mrs. Watson keeps staring. “Then why didn’t he come ask himself.”

“He died,” Miles blurts out. “In Iraq. About a week ago.”

Mrs. Watson’s face softens. Miles fights to keep guilt off his face. He’s going to hell for this.

“I figured she deserved to know,” Miles says awkwardly. “Can I talk to her?”

“I’m sorry about your brother,” Mrs. Watson says. “But you can’t speak to her.”

“What? Why?” Miles feigns surprise. “Is she still asleep or something? I can come back later.”

“I haven’t seen Mary Jane in months.” Mrs. Watson says. She jerks her thumb in the direction of the Parker household. “She ran away with the Parker kid.”

Miles plasters a frown on his face. “That doesn’t sound like MJ.”

“No,” Mrs. Watson agrees. “It sounds like me. I shouldn’t be surprised she’d run off with her boyfriend.”

“Did you talk to the police?”

“I saw the two of them together that night,” Mrs. Watson says. “But they were always sneaking around. I didn’t think anything of it. When neither came back, of course I called. But there was no sign of foul play and the police have better things to do than start a manhunt for a couple of lovesick teenagers.”

“I’m sorry,” Miles says.

“Yeah, well. She’s turning eighteen in a couple weeks. Wasn’t going to be my problem for much longer anyway. Shame about your brother.”

She shuts the door in his face, apparently done with the conversation.

“Okay, _rude,_ ” Miles huffs as he turns from the Watson household. He looks back at the Parker house, wondering if he should stop by again, but he’d had dinner their last night and despite all May’s assurances, he’s sure he’ll eventually wear out his welcome.

He trudges back to the subway stop, sitting on the bench as he waits for the next train.

After a minute, someone plops down next to him, sitting just a hair too close to be comfortable. Miles instinctively edges to the side, but then he catches sight of the face next to him.

Peter Parker looks different out of the costume. He’s only a couple inches taller than Miles with a build that could at best be described as wiry. He wears a long-sleeved gray shirt with a blue polo pulled on over top. The smile on his face is disarming even under the harshly buzzed hair. “You could have done this last night, you know. Saved us both some time.”

“You can’t be here,” Miles says.

“Why? Because Fury’s following you?” Peter’s smile fades to a smirk. “Even Nick Fury can’t be everywhere at once and right now he’s dealing with an incident in Midtown. I set it up special. Thought it would give us some time to chat.”

“You were in my dorm room,” Miles says. “You bugged my computer.”

“Everyone and their mother has bugged your computer. Not that they’d need to if they wanted to see your work. Your password is ‘password.’”

“It’s not like I usually have top secret intel. The whole super spy thing is very new to me.”

A train pulls into the station. One headed back to Brooklyn. Miles glances sideways to see if Peter will let him go. But when Miles stands up, Peter does a second later. “What a coincidence. I was heading the same way.”

“I don’t trust you,” Miles says.

They board a car with only a few people. Peter steers them to an empty bench.

“Funny,” he says. “Right now, you’re the only piece on the board I _do_ trust.”

“I’m honored,” Miles spits. “Are you the real Parker or just a clone?”

Peter folds his hands over his chest and leans back on the bench, his head touching the glass as the scenery rumbles by behind them. “Oh, I’m the real deal. Got the scars to prove it.”

“And the Peter that ran away with Mary Jane?”

“ _That_ would be one of my clones.”

“Guess one of your clones is also the one on the murder spree.”

For just a second Miles’s spider-sense spikes. He instinctively tenses, hands ready to go for the webshooters. He’s sure that he can't take Peter in a fight, especially if Peter has watched him close enough to realize the limitations of his venom sting, but he'll sure as hell make sure Peter feels it tomorrow.

The sense ebbs as abruptly as it came.

“Relax, little spider,” Peter says. “No murder spree today. You’ve got to realize that you’ve fallen in the middle of something huge. Most of my clones were made by Oscorp as Norman Osborne tried to replicate the serum that turned me into Spider-Man. Containment became a… problem. Which is when SHIELD came in. Apparently my DNA is the cause of the greatest bioengineering disaster in modern history. Mutations, unstable copies, SHIELD decided to cut their losses. No regard that these clones were people who knew nothing more than experimentation and _torture._ ”

“Sounds personal.”

“They’re me.” Peter leans forward. “You have to understand that. SHIELD slaughtered a dozen different versions of _me._ Then, because I was the source, they decided I was next on the list.”

“But that’s not right,” Miles protests. “If it’s Spider-Man that’s dangerous, then I should be on the chopping block, too. Except Nick Fury came to me for help.”

“You’re the Spider-Man he can control.” Peter lets out a snort of laughter. “Trust me, I got the exact same pitch. Be a good boy, join SHIELD when you hit eighteen. But he turned on me the second I wasn’t convenient and he’ll turn on you as soon as you bring me in.”

Miles wants to trust him.

Since he first went out into the city, he’s wanted nothing more than to fight at Peter’s side. To learn from the real Spider-Man. But if this is what he has to look forward to?

Miles wishes he’d never heard the name Peter Parker.

“What happened to Mary Jane? You said she ran off with one of your clones.”

“She didn’t realize he wasn’t me.” Peter scowls. “I’ve been looking for her. But SHIELD hasn’t made it easy. As a matter of fact, my only decent intel about that particular clone has come from your computer.”

“Why are you telling me any of this?”

“Isn’t it obvious?” The corners of his mouth twitch up. There’s a fresh scar on his cheek that tightens in protest. “I need your help.”


	7. Chapter 7

**Notes for the Chapter:**

> A couple warnings on this chapter. Specifically violence and character death. I would not call the character death a major character, but if you want the forewarning it's in the end chapter notes.

“Sell him out,” Ganke says.

“What?”

They’d managed to destroy a few of the listening devices during their initial sweep, but all of the devices had been deal larger than the ones Peter had picked out of Miles’s mask. If Nick Fury is the king of spies, Miles is willing to bet he has redundancies, so he’d taken Ganke out earshot before telling him about his latest meeting with Peter.

“What do you mean, _what?”_ Ganke says. “Call Fury. Tell him where Peter is going and then let him take care of it.”

“But what if Peter has a point?”

“If he has a point, the only reason you’re not part of Nick Fury’s spider-clone collection is because you’re cooperating.”

“I can’t sell him out, Ganke, and you were the one who told me I should find out a way to bring him back if he wasn’t a hero anymore.”

“This looks a lot more like you joining the dark side than bringing Peter back,” Ganke snaps. “Unless you’ve already forgotten, Peter tried to frame you for _murder_.”

“He tried to frame Spider-Man,” Miles protests.

“You _are_ Spider-Man!” Ganke’s eyes are alight with frustration.

“It’s not the same thing and you know it,” Miles says. “His family, they love him a lot. They miss him. I can’t sell him out.”

“You can’t trust him, either,” Ganke says.

“No,” Miles agrees. “I can’t.”

* * *

Miles meets Peter ten minutes after the proposed time on a rooftop. Peter’s in full costume, the lenses reflecting the street lights. “Was starting to think you wouldn’t show.”

“Almost didn’t. My friend tried to talk me out of it.”

Peter huffs out a laugh. “Your friend sounds like he’s got a good head on his shoulders.”

“Are we really going to do this? Because I could leave.”

“Nah,” Peter says. “Like I told you. I could use the back-up. Especially if said back-up can be invisible.”

“This is about one of the facilities on Bobby intel, right?” Miles asks. “There was chatter about human testing. I couldn’t say no. If there are people in there…”

“You’re adorable,” Peter says. “Seriously, kid, being around you is like Xanax for the soul.”

Miles scowls behind his mask. “If you just asked me here to be your conscious or something, I have better things to do.”

Peter shrugs. “See that guy there?”

He points at a man sitting in the window of the diner. The man’s slurping at his cup of coffee. He as a neat button down shirt and hair that should have been cut two weeks ago. As Miles watches, he glances over his shoulder, tosses a few bills down on the table and leaves. “Yeah,” Miles says. “Why?”

“He’s the scum of the Earth,” Peter answers.

Before Miles can react, Peter shoots out his webbing and slings himself towards the man. Miles takes a moment to admire his timing as both of Peter’s boots hit the man square in the back. The man pitches face forward into the concrete. On the sidewalk a pedestrian stifles a scream.

“Don’t worry!” Peter says, his voice cheery. “I’m doing a civic duty.”

The man on the ground tries to push himself up. Peter kicks him soundly in the stomach.

His body arches up and he sputters blood through clenched teeth.

Miles feels his hand tighten against the lip of the roof. The woman on the sidewalk runs. Peter bends down and grabs the man by the ankle, dragging him into the nearby alleyway and tossing him against a dumpster. “You and I are overdue for a chat, Sands.”

Sands’s hand goes to his pocket, but Peter quickly webs away the gun.

“Now, now,” Peter chastises. “That’s not playing fair.”

Miles has a sudden vivid recollection of the criminals who ran at the very sight of his costume.

“I don’t know anything,” the man protests.

“See…” Peter bends down and grabs him by the throat. “I’ve been following you for two solid weeks. And I’ve got a damn good idea of what you _know_.”

The man claws at Peter’s hands, his face turning red, Miles scrambles down the wall. This isn’t right. This is… this is _torture_.

Then Peter says, “Do you still have the girls?”

Miles stops shorts, eyes widening behind his mask.

Peter lets the man’s feet kiss the ground, his grip loosening just enough for the man to steal a quick gasp of air. Get just enough breath to force out an answer: “You’ll never find her.”

“I found you, didn’t I?” Peter retorts.

His hands curl tighter around the man’s neck.

“Stop!” Miles screams.

“Why?” Peter turns to look over his shoulder, but he’s… he’s not human right now, he’s Spider-Man through and through.

Miles flexes his fingers. He’s not sure how much he can pour into the venom sting, how much it would take to put Peter down and keep him down until Nick Fury can collect him.

“Because it’s murder,” Miles says.

The lenses reflect the street lights back at him and Miles fights the absurd desire to tear his own mask off and run. To put as much distance as he can between Miles Morales and Spider-Man. To tell May and Gwen that Peter was dead after all.

“You grew a conscious, huh, Parker?” the man says. “He’s cute.”

Spider-Man doesn’t flinch, but Miles is floored. This isn’t a common criminal. Not if he’s figured out Spider-Man’s name.

After a second, Spider-Man knocks the man’s head against the side of the dumpster and watches as he slumps into unconsciousness. Miles unclenches his fist. He can see the man’s chest moving up and down. Peter pulls a small canister from the almost invisible pocket sewn into the small of his costume’s back.

“What girls were he talking about?” Miles asks. His voices cracks on the last word, his heartbeat still thundering in his ears.

“I told you he was scum,” Peter replies.

He shakes the canister and then reaches for the unconscious man’s hand. Miles makes an abortive move to stop him just in case it’s a skin-melting spray or something equally nefarious.

Peter sprays the man’s hand and then waits for a moment before peeling the dried film carefully from his palm. “Gift from Tony Stark,” Peter says like the entire encounter was nothing more alarming than escorting someone back to their car. “Handy for biometrics. Come on kid, back to the roof. We don’t want to get caught.”

Peter scampers up the wall.

Miles takes a deep breath. He can’t hear any sirens in the distance, but he doesn’t doubt one of the bystanders made the connection. Miles shoots his webbing out, making sure to bind the man’s ankles and his wrists.

Then he follows Peter.

* * *

The warehouse is on an apparently abandoned block north of the docks. Miles can smell the slightly rancid mix of urine and decay mingled with seawater.

Peter hasn’t said another word since the alley, moving with a precise urgency like a wasted moment means disaster. Miles hovers behind him, still unsure of his next move. He would have knocked Peter out, but he keeps thinking about the sound of Peter’s voice when he’d growled _Do you still have the girls?_

In front of the warehouse, Peter takes off his right glove. Then he carefully places the thin cast of the man’s hand over his own palm.

“What are we doing here,” Miles asks.

“Rescue mission,” Peter says. “Just got to get this up to body temperature and…”

He places his palm on the exposed bricks and then pushed at the rusting steel door.

“Camo mode,” he says to Miles.

Miles has already beat him to that. It’s become instinct for stressful situations. Miles isn't afraid to use his every advantage even if it sometimes feels like a cheat.

Peter doesn’t have a camo mode, but despite the red and blue costume, he moves like a shadow.

Turns out the warehouse isn’t a warehouse.

It’s a lab.

The lighting is a cool blue-white, the floors white tiled, the windows showing room after room of medical equipment. As Miles passes the third empty room, he spots another incongruity.

A logo.

SHIELD’s logo.

Which means the man in the alley must have been a SHIELD agent.

And that Nick Fury was going to kill him.

He looks at Peter’s back, the funny feeling building in his stomach again. It probably also means he should take Peter out and leave him for the authorities.

Peter stops moving, lifting up his mask to stare into one of the rooms, his face twisted in anger. “Bastard,” he says. “I’ll kill him.”

Miles wonders if Peter has forgotten him when he slipped into camo mode. He creeps closer, hand outstretched, ready to knock Peter out.

And then he catches sight of the room.

There’s a body on the table, an IV stand overturned on the floor, the door slightly ajar. The body is bare-chested and pale, a long incision slicking through his chest, his eyes open and staring in the distance. Miles steps closer as Peter moves to look into next room.

Brown hair, haircut mirroring the boy on May Parker’s mantel. One side of his face is horrifically scarred, like a bad guy in Ganke’s Batman comics.

It’s Peter.

If Miles didn’t know better, he’d swear it was Peter.

He walks into the room, puts his hand in front of the body’s slightly parted lips. No sign of breathing. His hands shake as he gropes for a pulse point that he already know will be missing.

He’s right about the pulse, but the warmth of the body takes him by surprised. This seems like a fully staffed medical research facility. There should be people here, security, doctors, but they must have evacuated when the realized Spider-Man was coming.

His hands drop.

Must have _exterminated_ the subjects rather than risk them on the streets.

Miles backs back out into the hall, letting himself slide out of camo mode. “Peter… we have to call the police. The newspaper. Somebody.”

Peter tears his mask off. “She’s not here.”

“You’re not listening to me,” Miles says, his voice rising. He hasn’t felt this much anxiety since they’d drawn his name for a chance at the charter school, but that had been anxious _hope_ rather than… _this._ “This can’t be swept under the rug. SHIELD has been experimenting on _people_.”

“Me,” Peter corrects. “SHIELD has been experimenting on as many versions of _me_ as they can possibly get their hands on.”

“But they’re the good guys,” Miles says. “They keep us safe.”

“So did I!” Peter yells. “I spent years keeping people safe and as soon as it looked like I might be a liability, as soon as I was no longer an _asset_ , Nick Fury cut his losses.”

“You kill people.”

“I do what's necessary.” Peter’s mask drops to the ground. “The only way to draw out an organization like SHIELD is to become a _public problem_. One they can’t ignore.”

“It’s not—” Miles chokes. “It’s not _right_.”

“My uncle once told me that with great power comes great responsibility. I didn’t understand what that meant. Not a first. But now I know.” Peter swallows. “You protect the people you love. And you protect them at all cost.”

There’s a crash from the distance.

Both Miles and Peter turn to the sound. They round the corner at a run only to find themselves in front of another experimentation room. A girl has fallen from the gurney, her brown hair a wild tangle as she thrashed through a web of medical tubing. Beneath her is an alarmingly large red puddle.

“Jessica,” Peter say, his eyes wide.

“Pete,” the girl says. She sprays the ground with blood as she coughs.

“Easy,” Peter says. He’s at her side in an instant threading his hand into hers. “I’ve got you.”

“MJ’s not here,” Jessica says. “Not anymore. She broke out. Love that girl.”

“I know you do,” Peter answers. “I’m sorry.”

“You’ll get her back, won’t you?” Jessica pleads.

“We can get her back together,” Peter promises. “Come on, two Peters is better than one.”

“Jessica,” she answers, sputtering blood again. “Can’t both be Peter, remember? I’m my own person. Just because we both love her, doesn’t mean I’m not my own person.”

Miles’s eyes dart between the two of them. She’s slighter than Peter, but her eyes are the same shape, the same color. Their noses identical even if Jessica’s is on a narrower face. Another clone. Peter Parker but female.

“Of course you are,” Peter says. He brushes a strand of her hair from her face. “You’re the best.”

“Now you’re just stroking your own ego, Pete.” Her eyes unfocused for a moment and then narrow on Miles. “He looks young.”

Miles reaches up and tugs his mask off. “I’m not…” he hesitates. “I’m not Peter.”

“No.” Jessica’s voice is soft, her smile slightly vacant. “You’re Spider-Man.”

“Miles,” he says. “I’m Miles and we need to get you medical attention.”

“No time,” Jessica says. “Come on Pete, you feel it.”

Miles can feel it, too. That low key warning of danger, that suddenly crescendos to a scream. They’re in danger. Immediate, run-for-your-life kind of danger and any movement to someone with Jessica’s injuries would undoubtedly be fatal.

“I’ll save her,” Peter promises. He plants a kiss on Jessica’s forehead.

“Save yourself first,” Jessica mumbles.

Peter and Miles hit the window seconds before the heat from the explosion shatters the glass around them.

**Notes for the Chapter:**

> Character death is (Ultimate) Jessica Drew and a few other Peter clones.


	8. Chapter 8

When Miles regains consciousness, he’s alone.

The warehouse is still burning, melting away the signs of horrific medical torture and SHIELD insignias. There’s no doubt in Miles’s mind that this was the contingency plan. Eliminate the subjects. Clear the area.

Destroy the evidence.

His ears are ringing as he pushes himself to a standing position. In the distance, he can hear the scream of police sirens. One of his webshooters is busted, the metal pieces impaling itself in his palm. His suit is torn in several places, and he’d lost his hold on his mask when the building blew. He grimaces and uses the unbroken webshooter to weave himself a makeshift bandage.

Peter is nowhere to be seen, and even if he was around, Miles isn’t sure how he would deal with him. He slips into camouflage mode as the first of the firetrucks arrives and starts putting one foot in front of the other.

He doesn’t know where he’s going until he finds himself in front of the Parker residence. He slips in through an open second floor window and lays down in the bathtub. The ringing in his ears still hasn’t cleared and he’s starting to think it feels more like blood loss than a concussion. It’s possible he’s missed a more grievous injury.

But he’s made it. May Parker’s house is safe. That’s what Bobby, Johnny and Gwen say. If he’s here, he’ll make it. If he’s here, everything will be all right.

* * *

Miles wakes up to a scream.

He opens an eye slowly.

Gwen’s gaping at him, her hair not yet tamed from sleep. “Miles!”

“Morning,” Miles mumbles.

“Jesus,” Gwen says. “What happened? Are you okay?”

“Explosion,” Miles says. “Couldn’t go to the hospital.”

Gwen takes in the dried red stains on the tub. “Have you been here all night?”

“No,” Miles replies. “Only since I got blown up.”

“Doesn’t look like you’re actively bleeding,” Gwen says. She takes three quick breaths and then bends closer to him, turning over his palm to see the metal strip of web shooter impaled in his palm. “This looks bad.”

“Picked the bathroom for a reason,” Miles answers. “Easy clean up.”

Gwen hesitates as she reaches for a bottle of hydrogen peroxide. “Do you want me to get Aunt May? This will hurt.”

Miles squeezes his eyes shut. He can still feel the webshooter half impaled in his palm. “Just do it.”

* * *

It takes the better part of two hours to the web shooter extracted from his palm and clean the rest of his injuries. Miles hadn’t even noticed the puncture wound above his right hip. May found them when they were halfway through, excusing herself only to come back with a fully stocked first aid kit, rebandageing his hand with careful, practiced fingers.

Miles lets himself fade in and out of consciousness as his healing starts to take hold. Together, May and Gwen manage to get him out of the bathroom and dress him in a pair of sweats and an old Midtown High T-shirt, before parking him back on the couch.

May brings him a blanket and lets him curl up under them as he nods off to sleep.

“Peter was like that, too,” May says, almost wistful, her words like the faint echo of a dream. “I didn’t realize what it was, but he needed sleep to heal. Make him go to school and he’d look like he was beaten for three straight days, let him sleep in and it was gone the next morning. I should have noticed he was Spider-Man years before I found out.”

“Not your fault,” Miles mumbles. “He didn’t want you to know. Wanted to keep you safe.”

“And look where that landed him,” May says. She sits down next to Miles on the couch, running her hand down the side of his cheek. “I keep thinking I must have failed him some way.”

“He loves you,” Miles says. He knows it must be true, because _he_ loves May Parker, too. Can’t imagine it’s possible to grow up with someone like this and not want to do the right thing. “It isn’t your fault.”

“My son is out there on the news every night, a public menace.” May says. “And he is my son. Doesn’t matter that we don’t share blood. I raised him.”

“You sound like the Daily Bugle. He’s not a menace. It isn’t true.”

“It didn’t used to be. But things change, don’t they, Miles?”

Miles freezes, looking up at her. “Peter…” he starts. But then he has no idea how to finish the idea, how to explain a room full of clones, the man Peter had tortured, the bodies he’d left to get Nick Fury’s attention.

“It’s okay,” May says. “You don’t have to protect me. I watch the news. Spider-Man has been killing people and I know that you have no part in that. Which means, by process of elimination, it’s the other Spider-Man. It’s Peter. I’m right, aren’t I?”

“Yes,” Miles concedes. “But that’s not the whole story, there are—"

“There are always extenuating circumstances. I would never blame someone for killing in self-defense, but there are far too many people for me to think this is self-defense. Peter’s father, Richard, was methodical, systematic. He could solve any problem if you gave him enough information, but he wasn’t always the best at taking care of himself and he wasn’t great and drawing lines he shouldn’t cross.”

“I think SHIELD wants to lock him up,” Miles says.

He’s actually pretty sure SHIELD’s methods will be worse, that Nick Fury has stepped past capture and to elimination.

“Do you think Peter deserves it?” May asks gently.

“I don’t know.” Miles tugs the blanket tighter around him. “We all loved Spider-Man, you know? You could tell from the news reels that he was a kid. And he fought for us. The people the cops forgot. He was a hero. My best friend, Ganke thought he was the coolest thing in the world. Not the Avengers. Him. When I woke up like this, all I wanted was for him to teach me. If he’s a bad guy, like a real bad guy…”

“You’re not Peter, Miles,” May says. “I know you’ve got his costume, but that doesn’t mean you follow the same path.”

“But what if I break, too?” Miles is dangerously close to tears. “I’ve seen some of the things Peter’s faced and Ms. May, what he’s doing is _wrong_ , but I’m looking from the outside. If someone had done it to me, I can’t say I wouldn’t do the exact same thing.”

“Miles,” she says softly. “You have to understand that every single person has the capacity to do horrible things.”

“That doesn’t make me feel better.”

“Really?” May says. “Because I always thought that if everyone has the capacity for evil, the reverse must also be true. Everyone out there, from the men on death row, to the maniacs who take down half the city, to _Peter_ has the capacity to do wonderful things. I have to believe that everyone can be redeemed.”

“You really think Peter can come back? After everything he’s done?”

“He won’t be the same.” May puts a hand on Miles’s shoulder. “But of course he can come back.”

Miles licks his lips, pokes at the bandage on his hand. “And if I can’t make him see reason? If he doesn’t want to come back?”

“Tell him I love him,” May says. “And then you do what you think is right.”

“If I don’t know what that is?” Miles asks desperately. “What do I do then?”

May wraps him in a hug, and lets him bury his head against her shoulder. “You’ll know, Miles. You’ll know.”

* * *

He sends Ganke a text that he’s all right, but doesn’t go home. He stays with May Parker and Gwen for the rest of a lazy Sunday. By the time the afternoon football games are starting, the gouge in Miles’s hand is no longer throbbing. Gwen orders him his own pizza anyway, sharing hers with May. Miles eats his own slowly, but he can feel the extra calories jump-starting his accelerated healing. No wonder SHIELD was interested in Spider-Man’s genetics. Something like this could save lives, thousands of them.

And all it would cost is a few clones.

By the time the sun’s fallen, Miles is more than steady enough to leave on his own power. Gwen hugs him tight before he goes. “Don’t make me see you like that again,” she hisses in his ear. “I had enough of that with Peter.”

“No promises,” Miles says.

May sighs as she looks him over. “I wish I could protect you both,” she says.

“Peter set an example,” Miles says. “Back when he started. He stood up for the right thing.”

“He’s a good man.” May’s voice hitches. “And so are you.”

* * *

Miles’s suit was more or less destroyed in the blast, but Peter had a few spares stashed in the basement of his house. They don’t fit Miles as well as the one that Nick Fury had provided. The gloves don’t fit over the bandages and the sleeves are so long he needs to fold them back twice. He feels like a little kid wearing his older brother’s clothes.

It doesn’t take long to find the other Spider-Man.

Because Peter’s in the same alley as last night.

Standing over the same man.

“Spider-Man,” Miles says.

“You remember Sands,” Peter says.

On the alley floor, Sands gurgles. Even to Miles’s untrained eyes, he looks in dire need of medical attention.

“Don’t do this,” Miles pleads.

“I left him alive yesterday.” Peter tugs up his mask and spits on the body. “And do you know what he did as soon as he woke up? He tipped off SHIELD. He gave the evacuation order and then the destruction order. We had a nice long chat about it before you got here.”

“I’m not worried about what he did,” Miles says. “I’m worried about you.”

“Kid, I crossed this line months ago.”

But he didn’t have any witnesses months ago, didn’t have to watch a kid who looked up at him. “You aunt told me you were a good person.”

Peter scoffs. “My aunt doesn’t know who the hell I am. She hasn’t for years.”

Miles shakes his head. “She saw you on the news. Knew it was you and not me. She loves you anyway. Gwen, too.”

“Careful about the names, kid.” He sounds sad. A little melancholy. There is blood on his gloves. “If I’d have kept a lid on who I am, I might not be in this mess. That should have been your first lesson putting on the mask.”

“So teach me.” Miles steps closer. “If you think I’m making mistakes, teach me how to get better.”

He tries not to look to the ground, to the man gurgling blood. Miles isn’t completely sure he disagrees with the violence. He feels sick thinking about the clones last night. Can’t imagine how much worse it would have played with his mind if he shared a face with all of them.

“Kid,” Peter says, “you’ll be a million times better than me.”

“I wouldn’t even be out here if it wasn’t for you.” Miles isn’t sure if he hates Peter or loves him for that fact. “You were my hero. You still are.”

Peter takes a half step towards him.

For just a second, Miles thinks he’s done it. Thinks he’s broken through.

But then the man on the ground snorts out a sound almost like laughter and Peter freezes on the spot, looking back down to the prone figure. The man’s head lolls, blood dripping from the corner of his mouth, but there’s an unmistakable smirk on his face.

“He killed Jessica,” Peter says, his voice growing stronger with every syllable.

Miles should have called an ambulances as soon as he got here but he didn’t… he didn’t _think_.

“He’s one of the men who locked up Mary Jane,” Peter says. He bends down the cradle the man’s head in his hands.

“Don’t do this,” Miles pleads. “You’re Spider-Man!”

“You’re Spider-Man now,” Peter says, and snaps the man’s neck.


	9. Chapter 9

Miles doesn’t remember how he got home.

And he goes _home_. Not to his dorm room where Ganke will undoubtedly have questions or even the Parker household where there is nothing but people who believe in Peter.

His mother realizes something’s wrong before he even says a word and ushers him inside. She calls him out of school for the day and lets him lounge on the couch in sweats even though he doesn’t have a fever. His father gets home just after six, ranting about how a superhero incident had closed his train. Miles listens to his tirade and swallows a thousand questions he wants to ask.

_Do you think murder is ever justified?_

_How do you feel about genetic experimentation?_

_What can I do to stop a good man from becoming a horrible one?_

_How do I know the same thing won’t happen to me?_

His mother presses a hand to his forehead when he doesn’t finish his dinner, wraps him in a warm hug just like May did last night. Miles has it on his lips to tell her, but he thinks of Peter Parker’s warning, the idea if Peter had kept his identity secret, he might not be in trouble.

“You look like you have the world on your shoulders, mijo,” his mom says.

“You ever look at two choices and realize both of them are awful?”

“Of course,” his mother responds, rubbing a hand against his shoulder. “You know what I always do?”

“What?” Miles asks.

She laughs at his too-quick response. “I make a third choice. Now come on, let’s get you back to school. I’m sure you’ve probably scared Ganke.”

* * *

Ganke is in fact not currently speaking with Miles.

That’s never happened before. Miles is oddly wrong-footed by the sensation.

He picks at the bandage on his palm. Wonders if it would have been easier if he hadn’t had his mother call him out sick for the day’s classes.

But in his heart he knows it’s something different. If anyone has connected the news about an exploding warehouse to Peter Parker and Miles, it’s Ganke.

They still sit next to each other in class the next day, eat lunch in silence, move through the halls shoulder to shoulder, but neither of them is willing to start the conversation.

It lasts until the last period, the two of the walking across campus back to the dorm room before Ganke eyes focus in the distance. “I’m sorry, Miles,” Ganke says. “But I can’t watch you do this anymore.”

Miles frowns at him for a second before he notices the black sedan with tinted windows cruising down the driveway towards them. “You _didn’t_ ,” Miles says.

“It’s for your own good,” Ganke says.

Nick Fury rolls down the window of the car.

“Dude.” Miles puts a hand up to shield his lips from Fury’s one-eyed gaze. “What happened to being mad at him for spying on us?”

“I realized his spying on us is the only reason we haven’t been axe murdered.”

“And _you_ realize I can hear you both,” Nick Fury calls from the car.

Miles straightens his spine and turns around, his mother’s words clashing with May Parker’s pleas in his ears. “I don’t want to talk to you.”

“Get in the car, Miles.”

“Seriously,” Miles repeats. “I saw one of your _facilities_. You’re into some full on supervillain stuff. I don’t want to talk to you.”

Ganke flinches at the word, supervillain. Miles hasn’t had the chance to check out the news yet, but he’s willing to bet, the destroyed warehouse had been pinned on Spider-Man and the murder the following night… well, Miles suspects the man’s true leanings aren’t publicly acknowledged.

Fury stares at him for a moment before putting his eyes front. “Get in the car, Morales. I won’t ask again.”

Miles glares at Ganke. “If he gets me killed in some spider facility explosion, I’m going to come back and haunt you.”

He slides into the car. His seat is rear facing, his head against the privacy screen. His nerves are buzzing, but they’re just his nerves, not the warning bells that go off when he’s in real danger. “You shouldn’t be too hard on him,” Fury says. “He’s trying to do you a solid.”

“He has no idea what’s going on,” Miles says. “And that’s say a lot because I barely have an idea.”

“But you’re mad at me.”

Miles crosses his arms over his chest.

“You were supposed to bring in Peter Parker. Not play detective with him.”

“Peter’s a lot of things,” Miles says. “But I don’t think he’s a liar. Especially not after what I saw.”

“You don’t know what you saw."

“I saw a facility holding clones of Peter Parker. One that was burned as soon as you got word we were coming.”

“There were three clones in that facility,” Nick Fury says. “The first was going by the name Richard. He’d been force grown. Enough so that he looked closer to fifty than a teenager. The human body can’t take that. Not even one enhanced like yours. We had him hooked into life support. SHIELD was trying to save his life.”

Miles falters.

Fury raises an eyebrow. “The next one, the one with the scarred face? Peter would have happily done that one in. That clone of Peter walked into his girlfriend’s house and walked out with his girlfriend. Shot her up with a version of the formula that gave the both of you spider-powers. Only for Mary Jane, it didn’t quite work.”

“What do you mean?”

“It turned a seventeen year old girl into a monster. It wasn’t her fault. She couldn’t control it. I lost ten men trying to subdue her. And Peter… well, if it wasn’t hard enough to be faced with a version of himself that mutated his girlfriend, he was also faced with the man who’d supplied the formula and even then, I thought he was fine.” Fury broke eye contact. “I left the two of them in a room together. Peter killed him. I don’t even blame the kid. He’s been through more than anyone should have to face. I thought he was going to snap a long time before he actually did.”

Miles is quiet for a moment, flexing his bandaged palm. “You locked Mary Jane up like she was some kind of monster.”

“She _was_ some kind of monster. Fifteen feet tall, claws, hair like a yeti. We needed her secured until we could procure a cure.”

Miles snorts. “Then that’s what this is all about? Locking people up so they could be _cured_. What about the Jessica?”

“Jessica Drew tried to break Mary Jane out. We weren’t expecting her, but she’s got all of Peter’s memories. She was dangerous.”

“She died right in front of me.”

“And I’m sorry, kid, I really am, but if you know what Parker’s planning, I need to you on my side.”

“No,” Miles says.

“I’m sorry, I don’t think I heard you right.”

“I said no,” Miles repeats, his voice steadier the second time around. “You killed people last night. Maybe not you directly, but you’re the reason they were locked up to begin with.”

“They were dangerous. The formula--”

“Is the same one that give me powers,” Miles cuts in. He feels sick to his stomach. “Should I be locked up too? Are you going to cut me open and blow me up if I step out of line?”

“If I need to. My priority right now is to bring Parker and Watson in. That’s the only way to help them.”

“And I have a different priority?” Miles says. “I won’t help Peter anymore, but I definitely won’t be helping you instead.”

“You’re only Spider-Man because of me,” Fury says. There’s no threat in his voice, but Miles flinches anyway.

He’s right.

Miles loves being Spider-Man. Or at least he loves it when he’s not dealing with SHIELD or his predecessor. He loves the satisfaction of taking down a small-time crook. The adrenaline rush that is swinging through the city on his webs. The idea that he’s making a difference. Was it his idea? No.

 _You’re Spider-Man now,_ Peter whispers in his memory.

“Fine,” Miles says. “Then I quit.”

“You _quit?_ ”

Miles folds his arms over his chest. “I don’t need any of this. I _never_ wanted any of this.”

“That’s it then?” Fury cocks an eyebrow. “Spider-Man no more?”

Miles glares. “If you’re not going to lock me up, take me back to school.”

To his surprise Fury lets out a snort of laughter. “Yeah, okay kid. I’ll take you back.” He reaches past Miles to tap the privacy screen twice and Miles feels the car shift as it makes a turn. “In fact. I’ll do you one better.”

He flips open a compartment next to him, pulls out a slim case. He opens it quickly to show Miles a syringe and a canister of amber liquid. Miles puts up a hand. “I’m not okay with this turning into some kind of creepy drug ring.”

“This is the product of months of research.” Fury snaps the case shut. “Miles, this is a cure.”

A chill runs through him. “A cure to what?”

“A cure for the Oz formula. You want to quit, to stop being Spider-Man, well, here’s your way out.” Fury places the case in Miles’s lap when Miles doesn't move to accept it. “It was wrong of me to ask this of you. You want out? Get out.”

“No consequences?” Miles asks faintly.

“Kid, you’re not the loose cannon here.”

* * *

Fury circles the car back to campus, leaves Miles on the lawn. He walks slowly back to his dorm room where Ganke is waiting for him. His friend has the slightly wild-eyed look of panic Miles has only ever seen related to missing pieces in his Lego sets.

“Miles!” Ganke says.

Miles flinches away when he tries to give him a hug. “You sold me out to Fury. He could have locked me up. He might have _dissected_ me.”

Ganke flinches. “You’re one of the good guys. You’re not like Peter.”

Miles places the case holding the cure on his desk. He glances down to his hands. The gash on his palm from the web shooter must have ripped open again because he can see a splotch of red against the bandage. But the rest of him feels almost like new, the effects of the blast fading like remnants of a bad dream.

Can he give something like this up?

He can _save people._

“Peter used to be a good person, too,” Miles says.

And if Miles gets him to take the cure, maybe he can be again. Maybe it’s Spider-Man that’s the poison. Or maybe Miles should just follow his own instinct and wash his hands of this mess.

“I’m sorry,” Ganke says. “I shouldn’t have called him.”

“I get why you did,” Miles replies. “But right now, I don’t forgive you.”

**Notes for the Chapter:**

> Sorry this one was a little late. On the bright side, it was late because I wanted to finish writing the story before posting it. So yeah, two more chapters to go. :)


	10. Chapter 10

For the next month, Miles lays low.

He goes to class, goes to his parents’ house on the weekend. He doesn’t need as much sleep as he used to, but he makes sure he gets eight hours anyway. He’s not really talking to Ganke, but their friendship has always been one of easy coexistence. Ganke knows he needs space and isn’t afraid to give it. In the meantime, Miles puts his head down and works. To his mother’s pleasure, his grades skyrocket.

He doesn’t need to be Spider-Man to make something of himself.

Miles Morales mattered before he was bitten and he still matters now.

He ignores Gwen’s calls, skirts her gaze the one time he spots her on campus.

May Parker sends him a text message, a single line, proper grammar and everything: _Glad you’re staying safe_.

Miles’s gut twists when he reads it. He’s staying safe, but there are people out in the city who he could have helped. Not to mention Spider-Man sightings around several different demolished buildings. No causalities yet and Miles can only hope Peter remembers enough about being a hero to minimize danger to civilians.

Nick Fury doesn’t attempt to contact him. The Spider-Man costume stays stuffed under his mattress. The web shooter he’d dug out of his palm is in his desk drawer with its partner. There’s a fresh batch of web fluid next to them, one of Ganke’s silent apologies, but Miles hasn’t touched it.

He doesn’t need to be Spider-Man. He doesn’t want to be Spider-Man.

The cure sits by his desk unused.

His mom is proud at him for getting his life together.

He watches YouTube videos of Spider-Man fighting Dr. Octopus after Ganke goes to sleep.

* * *

Another weekend. Another now habitual opportunity to bail on Ganke’s offer of dinner with his family. He tugs his backpack up higher on his shoulders and wonders, just for a moment, about May Parker’s dinners with Gwen and any teen hero she managed to invite. He’d be welcome if he went back, but it feels wrong to do so when he isn’t shouldering Spider-Man’s responsibilities.

A hand on his door is all it takes to realize something’s wrong.

His _unlocked_ door.

His spider sense gives a low buzz of warning.

Miles clenches a fist, wishing he’d sneaked the web shooter out of his desk.

Inside, it takes a second to spot the problem.

Peter Parker is passed out on his bed.

Miles shuts the door very quickly.

Then he moves to the window and shuts that too.

Peter stirs at the sound. “Spider-Man,” he greets.

Miles slips his backpack off setting it at the foot of his desk as he tries to surreptitiously make a grab for his web shooter. Peter makes him immediately, with a quick flip of his wrist webbing the drawer shut. Miles takes a deep breath and turns back around. “Fury bugged the room.”

“EMP.” Peter waves a device in his off hand. “Security for the SHIELD feed takes a few seconds longer than the video to reboot. I hacked it ages ago.”

“Thanks,” Miles says. “Ganke was getting freaked about Fury watching him change. I mean, I’m still calling the cops on you.”

Peter shakes his head. “You won’t. I know you, Miles.”

“You really don’t,” Miles snaps.

“I tried to quit once, too,” Peter says. “But then I found someone in trouble and I had to help. Miles, I need help.”

Miles takes a half step closer, gets the faint whiff of copper and spots the dark stain against his navy blue bed sheets. His eyes widen. “You’re hurt.”

“Believe it or not,” Peter says. “This was part of the plan.”

“To find a high school freshman to stitch you back together?” Miles replies. “Doesn’t seem like a great plan.”

“Fury tagged me with a tracking device,” Peter explains. “I need the frequency.”

“If you’re tagged, he’ll find _you_.”

“EMP deactivated it, but it’s in one of those hard to reach spots. I was kind of hoping you’d do me a favor, Spider-Man to Spider-Man and help me dig it out.”

“Or…” Miles trails off, waiting for the threat.

“Or nothing, I’ll find someone else to help me. Wolverine owes me a favor.” Peter’s eyes widen in earnest. “Whatever you think of me, you know I wouldn’t hurt you. Gwen and May love you. You’re family.”

Miles looks away. “What do you need the tracking device for?”

“Fury has a tracking system for Mary Jane. I don’t think he’s actually managed to tag her, but he’s getting pretty close to a location using different indicators. If I have SHIELD’s frequency, I have a way into their system.” Peter shifts so that Miles can see the wound in his back slicing through the thin spandex of his costume. “I’d have dug it out myself, but it’s one of those hard to reach places.”

“I don’t have the right equipment for something like this.”

“Do I look like I care right now?” Peter says. “Grab some forceps and a pocket knife. I’ll be fine.

“Forceps?”

“Tweezers.” Peter winces. “Come on, you must have taken a science class by this point.”

Miles roots through Ganke’s shower caddy and finds when he needs. Then he moves back to Peter. “This is going to hurt,” Miles advises.

“It’s okay,” Peter says. “I probably deserve it.”

* * *

Miles takes a deep breath and digs the tracker out of Peter’s back. When he finally gets a hold on it, Peter’s face is white, his cheeks slick with sweat, but he doesn’t so much as move until it’s over. The tracker looks a hell of a lot like a bullet to Miles, but when he hands it to Peter, the older teen starts pulling it apart even as Miles staunches the bleeding.

When Peter asks for his computer, Miles lets him have it, watching as Peter’s hands fly over the keyboard.

“You sure that’s the only tracer?” Miles says. “I mean it’s kind of obvious for Fury.”

“Oh, I’m pretty sure he knows where to find me,” Peter says. “In fact, I’m counting on it. You’ve probably already called him.”

“Not yet,” Miles says. “I was going to wait until you passed out.”

Peter smiles over at him. His costume was in tatters so he’d stolen one of Miles’s sweat shirts to pull over his ruined suit. It’s too small for him. Miles will probably be bigger than Peter when he hits his growth spurt, but for now, he’s got Miles by six inches.

Even injured, there’s no way Miles can take Peter in a fight. There’s a chance he can surprise him, slip the still unused syringe with the cure for the Oz formula into Peter’s neck and take strength out of the equation, but even then, Miles isn’t sure that would dissuade Peter from his current path; just make it more likely that Peter would get himself killed.

And no matter what he’s done, Miles isn’t sure Peter deserves to be killed.

Miles doubts Peter had picked out all the keystroke monitoring programs Fury installed on his laptop, but he spent a few minutes typing into command prompt before pulling up some mapping software. Miles is a little worried that SHIELD will be crashing through his dorm room.

Miles considers heading to Ganke’s or even May Parker’s for dinner and letting Peter do what he needs to do, but he doesn’t like the idea of leaving Peter alone in his room.

“You really think you can find her before Fury?” Miles asks.

“Of course not,” Peter says. His face is lit by the white glow of the computer. “I know her better, but he’s got resources I just don’t have. The trick is out-thinking him. I wouldn’t have managed it if not for you.”

“What do you mean, if not for me?”

“Fury spent years studying me. He knows my patterns, how I fight and what my priorities are. You’re the wild card. An extra pieces on the chess board.”

“And extra pawn,” Miles says bitterly. “That’s why I took myself out of the game.”

“People always underestimate pawns,” Peters says. “See if you keep fighting, make it all the way across the board, you can become whatever you want. You’re a good person, Miles. I might not be anymore, but I know _you’re_ doing the right thing.”

Over his shoulder, Miles can see a black program back and then eventually a map. There are three dozen locations flagged, but after a few minutes and a triangulation program… “There she is.”

“If SHIELD has this already, why haven’t they moved?” Miles asks.

“Population center,” Peter replies. “Too much chance for a collateral damage. A lot of the other locations have been abandoned, but this is a high rise apartment building. She’s been getting herself away from people as best as she can, but MJ needs contact to remind herself that she’s human.”

“Does she know you’re looking for her?”

“I hope so.”

Miles looks down at his hands. “Gwen says you really love her.”

“I really do,” Peter says. “There’s not much I wouldn’t do for her. And if Fury gets her first, he won’t stop to remember that.”

Miles thinks of all the criminals who run from Spider-Man in the streets. Of Jessica Drew’s face as she urged them to get to safety. Of Aunt May pleading with Miles to bring Peter home. Of Nick Fury admitting he makes mistakes.

“Thank you for helping me,” Peter adds as an afterthought. He shucks Miles’s sweat shirt and then pulls on his mask. “And I’m sorry.”

He’s at the window before Miles manages to spit out the question. “What are you sorry for this time?”

“A lot of things,” Peter admits and Miles barely gets a warning from his spider sense before he’s webbed to his desk. “But right now, I’m sorry for this.”

“What are you doing?” Miles shouts.

“Fury will be here in about,” Peter takes the tracking device and activates it, webbing it to the upper left corner of the room. “Fifteen minutes. I really am sorry, kid. I know you were trying to stay out of this, but if I’m going to get to MJ first, I need a head start.

* * *

Miles spends the next five minutes pulling at the webs, straining for the pocket knife, but Peter had played him. He’s sitting sullenly at his desk chair when a SWAT team slams into his room, laser sights on his chest. He scowls at them when they try to hustle him out of the room.

Miles gestures to his hand. “I’m not going anywhere at the moment.”

No one acknowledges him, instead searching the room for any sign of Peter’s presence. One of them finds the blood stain, another the tracking device webbed to the top corner of the room. A third looks at his computer, eventually turning it so Miles could see a note about successful hard drive deletion.

There goes the essay he wrote last week.

“What was he looking for?” the SWAT guy asks.

“Do I look like I know?” Miles spits. “I had a psycho in my room. I let him do what he wanted.”

He doesn’t have a problem selling Peter out, but if they find out Miles has been wearing the Spider-Man costume as well, that’s his own identity down the drain.  He’ll talk, but he’ll wait for Fury.

And it’s not so he can buy Peter an extra few minutes.

Absolutely not.

“Do you know how to get these webs off of you?”

Miles makes a show of straining against the webs. “If I knew, I would have done it already.”

“Give us a minute,” a new voice says from the door.

Miles looks up to see Nick Fury standing there, his leather coat sweeping out beside him like a cape. The three SWAT guys exchange a brief look and then vacate.

When they leave, Fury shuts the door behind him. “Peter?” he asks.

“Who else?” Miles replies.

“Where do you keep your solvent for this crap?”

“Under the mattress, pouch in the uniform.”

“Still have the uniform then?” Fury says.

“Don’t start,” Miles says. “That bite was one of the worst things that ever happened to me, but that doesn’t mean it was bad.”

“Where’s Peter?”

“Going after Mary Jane.”

Fury’s radio crackles. Miles can hear the report, _Subject not on the premises._

Fury tosses the solvent to Miles. “And how about you?”

Miles sprays the solvent on the webs. “Going after Peter.”


	11. Chapter 11

Fury leaves Miles alone to gear up. The web shooters slide back on without problem, the costume like a second skin. He carefully takes the case with the syringe on his desk and folds it into the pocket at small of his back. He’s out the window before it even occurs to him that he should have given Fury the intel on where Peter might be heading.

But Fury had access to the same data as Peter did. He’s probably already figured it out.

Miles hadn’t memorized the location, but he knows that part of the city.

High rise, low rent apartments.

He’d grown up just down the street.

He sticks himself to the side of the building, looking around frantically.

If Peter and Fury have a full-on confrontation, well it's a pretty far cry from the parade of empty warehouses. If there’s a fight here, there will be collateral damage.

“Hey kid,” a voice says from somewhere above him.

Miles looks up to see Spider-Man.

“I need you to evacuate as many people as you can,” Peter says.

“You need to come back with me.” Miles swings himself to the rooftop to look Peter in the eyes. “I don’t think Fury wants to kill you.”

“No.” The mask gives no indication of his expression, but the low buzz from Miles’s spider sense lets him know he’s mistepped. “He just wants to dissect me.”

Miles reaches to the pouch in the small of his back and pulls out the case holding the syringe. “He has a cure. He gave it to me.”

“Exactly. He gave it to _you_ ,” Peter says. “You haven’t crossed him yet.”

“Don’t you want to go home?” Miles asks.

“Of course I want to go home! But it’s my fault MJ’s out here.” He webs the case out of Miles’s hands. “You’ve said your piece. Now leave me alone.”

From below, Miles hears the sound of shattering glass.

When he turns back around Peter’s gone.

And even a month out of practice, Miles knows what Spider-Man’s role in this has to be.

Save as many people as he can.

* * *

He’s never been in a fight like this before. This juggle between civilians, Peter and the gigantic red werewolf looking _thing_ that explodes out the side of an eighth floor apartment, snarling and swiping at Miles with its claws. Miles yelps and it’s only his spider sense and ridiculously sharp reflexes that let him dodge.

Peter’s a half step behind the creature, shooting webs at its arms, ducking flailing limbs.

Miles makes a move to help him, sticks one of the webs to the creature’s shoulder and hauls until it swings sideways to the pavement. Peter is at his side, knocking his hands away. “Don’t,” he says, “It’s not her fault.”

“Wait?” Miles does a double take. “Is that Mary Jane?”

Peter doesn’t get a chance to answer. A pieces of the roof crumbles and plummets between them. Miles shoots a web down, every muscle straining as he stops its momentum inches above a pedestrian. Peter darts after the creature.

There’s a stream of people fleeing the carnage, straight into an oncoming entourage of military grade vehicles. Great. SHIELD. Miles had known he wouldn't have much time. The incident is escalating and Peter is pulling his punches. Miles understands that this thing used to be a person, but there are so many other people here.

Miles swings down to street view, ducks into the most damaged building and pulls the fire alarm, he herds civilians away from the creature’s howls. His instincts are screaming at him, but he can’t figure out what direction the danger is coming from. At this point, he wouldn’t be surprised to find the Avengers swooping in.

He rounds the corner to be greeted by a gun to the face.

The man is dressed in a bullet proof vest. He’s wearing a helmet, the SHIELD insignia on his shoulder. Miles puts his hands up.

“Boss,” the SHIELD guy says. “I’ve got him.”

“Seriously?” Miles says. “I know it’s weird to show up to a party in the same outfit as the other dude, but c’mon, I’m not the Spider-Man you’re looking for.”

Miles sees a frown under the helmet and the moment of pause gives him just enough clog the barrel of the gun with webs. He shoots up with the other web shooter, going for altitude because he can turn altitude into distance. Two shots ring out, pulverizing the bricks around him.

Those are not tranquilizer rounds.

Miles swings over the building right into a massive military force. He slides instinctively into camouflage mode.

The red _thing_ that used to be Mary Jane snarls like a rabid dog backed into a corner. She roars as one of the trigger happy SHIELD men, sends a bullet through her shoulder. They scatter as she lunges for him.

Miles looks for Peter only to pick out a flash of his red costume at ground level, wrists bound as he glares up at Nick Fury’s leather-clad figure.

Miles moves towards them.

Peter notices him first, turning his gaze to Miles. “I can help her,” he says. “Tell this asshole to let me go.”

Miles winces. “I don’t think she’s interested in help right now.”

“Get her out of populated areas,” Fury orders, his eyes never leaving Peter. “Kid, you’ve got a better chance than any of us.”

“Only because he’s wearing my costume,” Peter says. “And when she finds out it’s not me, I don’t think he can calm her down.”

Miles has a sudden, vivid recollection of every spider Ganke’s ever made him squash.

“Morales, go,” Fury says.

Miles hesitates.

Peter says, “I’ll turn myself in.”

Nick Fury stares. “I’ve already got you.”

“I swear to you,” Peter says. “On my Aunt May, that if you let me save Mary Jane, I will do whatever you want me to do. Willingly. You really think you can transport me back without me causing a problem?”

Fury looks briefly skyward. “I’m going to regret this.”

Miles’s eyes widen behind the mask, as Fury bends down to release Peter. He’s ready to step in if Peter decides to kill Fury, but the moment never comes. Instead, Peter reseats his web shooters, gives a brief nod to Fury and glances towards Miles. He says, “Spider-Man, you mind keeping the perimeter?”

By the time he responds, Peter’s already gone. “Of course, Spider-Man.”

* * *

There must have been an order, because the SHIELD agents let them both pass, give them access to the cornered beast. Peter lands lightly on the sidewalk, both hands outstretched. He nods up to Miles who takes a deep breath and then starts weaving his own equivalent of a police barrier.

The monster roars, but Peter doesn’t flinch, not even when she lashes out with her claws. He just dances nimbly out of the way and tugs the mask off.

The growls lower in volume.

“It’s me, MJ,” Peter says. “I know you haven’t felt safe in a long time, but I’m going to get you out.”

Instead of calming, the beast roars, jerking its head until it’s looking directly at Miles and oh, he does not like that look at _all_.

“That’s no clone,” Peter says. “I promise. Doesn’t look a thing like me. He’s pretty cool though, watched my back. Watched out for Aunt May. I might try and adopt him after this.”

Mary Jane’s focus slowly leaves Miles as Peter keeps talking.

“I’m not a clone either. Not like the one that did this to you. I met you years ago. Right when I had to move to Aunt May’s house. You were the only best thing about my life back then. You still are.” He swallows. “I told you I was Spider-Man almost as soon as I decided to make the costume. I’m sorry I dragged you into this, but I’d have never made it this far if I didn’t have you.” He lets out a quiet laugh. “I mean, look at where I am now.”

The creature moves towards him, slowly inching its way. The red fur hangs limply in front of its face as it leans closer, like it’s trying to look Peter in the eye.

“I love you,” Peter says. “But there’s only one way either of us make it out of here…”

Peter shoves a syringe into the creature. It takes a moment for Miles to realize it’s the one Peter had stolen from him before this all started.

The creature howls, catching Peter with a backhand, but instead of going flying, Peter grabs on, maneuvering himself to the thing’s pack and holding on type. Miles makes a move to intervene, but aborts when he notices the change.

The creature is shrinking. Miles can hear the creak as the bones rearrange. Its hair falls out in vibrant red tufts, the claws retreating into blunt fingernails. The roars turn into sobs and then go quiet completely as Peter is left with the shivering form of a teenage girl in his arms.

SHIELD moves in seconds later. Peter keeps his arms around Mary Jane, but doesn’t make a move to run.

Miles lets out a breath he didn’t know he was holding.

* * *

He doesn’t stick around for the debriefing. Instead he goes to Ganke’s house. His mom looks surprised to find Miles at the door, but lets him in anyway. Miles waves off the offer of leftovers in favor of heading to Ganke’s room.

Ganke’s working on a new Lego set. Miles recognizes the new kit his friend has had an eye on for months. “Look good,” he says.

Ganke looks up in surprise “Miles! I thought…”

After a second, he realizes that Ganke has headphones in. That he’s probably been listening to the news, that he’s heard Spider-Man was subdued by authorities.

“It was the other guy.” Miles shuffles his feet. “I owe you an apology. And the rest of a really long story.”

Ganke tears the earbuds out and gives Miles a quick hug. “It’s all right,” he says. “I’m just glad you’re okay.”

* * *

On Monday morning, he’s pulled from class by an outside visitor. Miles is not surprised at all to find Nick Fury waiting for him in a vacant classroom. He shoves his hands in the pocket of his hoodie, glances back at the door and says, “You’re making the secret identity really hard.”

“Funny words coming from someone who tried to quit about a month ago.”

“I love being Spider-Man,” Miles says. “I didn’t love getting in between you and Peter. He still cooperating?”

“As much as we can expect,” Fury answers. “Mary Jane was released back to her mother this morning. No sign of mutation. That went a long way to keeping him docile.”

“Good,” Miles says.

“Couldn’t have happened without your help,” Fury says. “Even with the cure in hand, there was no way Peter would accept it from me directly. Not after the way SHIELD mishandled the initial incident.”

“No way you knew I was going to do.”

“You certainly weren’t going to use it on yourself. You’re too good at this.” Fury took a package out from under his clothes and tossed it to Miles. “Here, figured it’s the least I could do. Thought you might want a chance at distancing yourself from the Parker situation.”

Miles narrows his eyes and tears open the package.

It’s a suit.

A black Spider-Man suit, a pattern of webbing outlined in red. A new start. A chance to wash his hands of Peter’s baggage. His hands clench against the fabric.

And he remembers May Parker’s words, _I have to believe that everyone can be redeemed._

“I don’t think so.” Miles hands the costume back. “I think I’ll stick with the classics. At least for now.”

“For now?”

“You never know.” Miles smiles. “One day Peter might want it back.”

**Notes for the Chapter:**

> So this story was a little bit like pulling teeth to write, but 20K WORTH OF MILES (and Peter) FIC. DONE. WOOHOO. 
> 
> I forgot how hard it is to write WIPs, but it definitely is easier if you're not doing it into a vacuum. So to the two of you who stuck with me chapter to chapter: Y'all are my favorites. 
> 
> (And for the record, this story was based pretty heavily on a couple of moments in the Ultimate Clone Saga. Specifically these: http://last01standing.tumblr.com/post/151777273565)

**Author's Note:**

> This is my first WIP in something like four years. Be afraid.


End file.
